Possession of Intellectual Property. (A) The Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Cross Match Technologies, Inc.), Underwriting Agreement (Cross Match Technologies, Inc.), Underwriting Agreement (Cross Match Technologies, Inc.)
Possession of Intellectual Property. (A) The Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries ownowns, possesses, licenses or have obtained valid and enforceable licenses for, or other can acquire on reasonable terms rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)use trademarks, trade names, service patent rights, copyrights, internet domain names, copyrightslicenses, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty rights, rights to inventions including registrations and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary applications for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) registration thereof (collectively, “intellectual property rightsIntellectual Property Rights”); ) necessary or material to the conduct of the business now conducted or proposed in the Pricing Disclosure Package to be conducted by it, except to the extent that failure to own, possess, license or otherwise acquire on reasonable terms any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no material infringement or misappropriation by the Company of any Intellectual Property Rights of a third party. Except as disclosed in the Pricing Disclosure Package (Bi) there are no rights of third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to Intellectual Property Rights owned by the Company; (Cii) to the knowledge of the Company, there is no material infringement or misappropriation by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rightsof Company’s Intellectual Property Rights; (Div) there is no pending orpending, or to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsthe Company’s Intellectual Property Rights, other than prosecution proceedings in the United States Patent and Trademark Office, and foreign counterpart offices, with respect to pending patent and trademark applications comprising the Company’s Intellectual Property Rights; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, other fact which would form a reasonable basis for any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effectclaim; and (Gvi) none of the Intellectual Property Rights used by the Company in its business has been obtained or is being used by the Company in violation of any contractual obligation that is binding on the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, ; except in each case covered by clauses (Bi) – (Gvi) such as would not, if determined adversely to the Company or any of its SubsidiariesCompany, individually or in the aggregate, have be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, know-how, confidential information how and other intellectual propertyproperty (collectively, rights “Intellectual Property Rights”) necessary or material to inventions and proprietary information the conduct of the business now conducted or as described in the Registration Statement and General Disclosure Package to be conducted by them. Except as disclosed in the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who have to any of the Intellectual Property Rights owned by the Company or its subsidiaries, other than Intellectual Property Rights licensed on a non-exclusive basis by the Company to customers or partners in the ordinary course of business; (ii) there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights knowledge of the owners Company, third parties of any of the intellectual property rights which Intellectual Property Rights of the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the CompanyCompany or its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit or proceeding; (Div) other than actions which occur in the prosecution of patent and other Intellectual Property Rights applications, there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit or proceeding; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in other fact which would form a reasonable basis for any such claim; and (vi) none of the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company, any of its Subsidiaries, and all such agreements are subsidiaries in full force and effect; and (G) violation of the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (Bi) – (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (NeuroSigma, Inc.), Underwriting Agreement (NeuroSigma, Inc.)
Possession of Intellectual Property. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (Ai) The the Company and its Subsidiaries subsidiaries own, possess or have obtained can promptly obtain on commercially reasonable terms a valid and enforceable licenses for, or other rights license to use, the all patents, patent rights, licenses, inventions, patent applicationscopyrights, patentstechnology, adequate trademarks software, databases, know-how (both registered including any trade secrets and unregisteredany other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service namestrade dress, copyrights, trade secrets, know-how, confidential information domain names and other source identifiers, and any other similar intellectual property, property or proprietary rights to inventions and proprietary information described in any jurisdiction throughout the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them world (including any and all issuances and registrations and applications for issuance or registration of,and all goodwill associated with, any of the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) foregoing, as under developmentapplicable) (collectively, “intellectual property rightsIntellectual Property”); (B) there are no third parties who have orused or held for use in, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent ofor otherwise necessary to, the ownership rights conduct of the owners of the intellectual property rights which business as now operated by them and as proposed to be operated in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose is licensed and the Prospectus; (ii) to the knowledge of the Company; (C) there is no pending or, to the Company’s knowledgeand its subsidiaries’ conduct of their business does not infringe, currently misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any others with respect to any Intellectual Property (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, (A) any pending or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending orownership, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Intellectual Property owned by or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiariessubsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Intellectual Property or (B) any facts that would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such agreements are subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in full force each case, free and effectclear of all liens, encumbrances, defects or other restrictions; and (Gvi) the Company, Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Company and its knowledge, has complied with all applicable U.S. laws in subsidiaries the preparation and prosecution value of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely which to the Company or any of its Subsidiariessubsidiaries is contingent upon maintaining the confidentiality thereof and, individually to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, have a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 2 contracts
Samples: Underwriting Agreement (RAPT Therapeutics, Inc.), Underwriting Agreement (RAPT Therapeutics, Inc.)
Possession of Intellectual Property. (A) The Company Fund owns and its Subsidiaries own, possesses or have obtained has valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) or the Prospectus as being owned and possessed or licensed used by them the Fund or which are that is necessary for and material to the conduct of their respective its businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Prospectus; (B) and the Fund has not received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Fund and which infringements or conflicts could reasonably be expected to result in a Material Adverse Effect; there are no third parties who have or, to the Company’s knowledgeknowledge of the Fund or the Investment Manager, will be able to establish rights to any intellectual property rightsIntellectual Property of the Fund, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyFund and for such rights as could not reasonably be expected to result in a Material Adverse Effect; (C) there is no pending or, to the Company’s knowledgeknowledge of the Fund, currently threatened action, suit, proceeding or claim by others challenging the CompanyFund’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries Fund infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Fund is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except for such claims that could not reasonably be expected to result in a Material Adverse Effect; (F) the Company and its Subsidiaries have Fund has complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its SubsidiariesFund, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement, except for such instances of non-compliance and events and conditions that could not reasonably be expected to have a Material Adverse Effect; and (G) the Companyand, to its knowledgethe knowledge of the Fund, has complied there is no patent or patent application that contains claims that interfere with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patentsany such Intellectual Property of the Fund or that challenges the validity, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) enforceability or scope of any such as would not, if determined adversely Intellectual Property that could reasonably be expected to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: AllianzGI Convertible & Income Fund, AllianzGI Convertible & Income Fund II
Possession of Intellectual Property. (A) The Except as described in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, or other owns sufficient rights to useall patents, the inventionspatent rights, patent applications, patentsinventions, adequate trademarks copyrights, know how (both registered including trade secrets and unregisteredother proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade and service xxxx registrations, trade names, copyrightsdesigns, trade secretsprocesses, know-howlicenses, confidential information computer programs, technical data and information, and other intellectual propertyproperty (collectively, rights “Intellectual Property”) that are reasonably necessary to inventions and proprietary information described carry on the business of the Company as currently conducted or as proposed to be conducted as disclosed in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus, except where any failure to own, possess, have the right to use or the ability to acquire any of the foregoing would not result in a Material Adverse Effect on the Company. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge, except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and Statement, the General Disclosure Package and the Prospectus, (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no third parties who material defects of form in the preparation or filing of any of the patents or patent applications included in the Intellectual Property; (ii) the Company has taken reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees; and (iii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have orbeen complied with. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending orpending, to the Company’s knowledge, currently or threatened actionin writing, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any intellectual property rightsIntellectual Property owned by the Company; (DB) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to Intellectual Property owned by the Company’s knowledge, currently threatened action, suit, proceeding ; or claim by others (C) asserting that the Company or any of its Subsidiaries infringes materially infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) or the Prospectus as under development, infringe materially infringe, misappropriate, or otherwise violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed of others. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus: (A) to the Company knowledge of the Company, there is no infringement or misappropriation by third parties of any of its Subsidiaries, and all such agreements are in full force and effectIntellectual Property owned by the Company; and (GB) the Company, to its knowledge, has complied with all applicable U.S. laws is not infringing the intellectual property rights of third parties. The lead product candidates, AMT-101 and AMT-126, described in the preparation Registration Statement, the General Disclosure Package and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered the Prospectus as under development by clauses (B) – (G) such as would not, if determined adversely to the Company falls within the scope of the claims of one or any of its Subsidiariesmore patents or patent applications owned by, individually or in the aggregate, have a Material Adverse EffectCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (Applied Molecular Transport Inc.), Underwriting Agreement (Applied Molecular Transport Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, owns or have obtained valid and enforceable licenses for, or other rights to use, the inventionspossesses adequate patents, patent applicationsrights, patentslicenses, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-howhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, confidential information and systems or procedures), trademarks, service marks, trade names or other intellectual property, rights to inventions and proprietary information including, without limitation, all of the intellectual property described in the Registration Statement and the General Disclosure Package (if any) Prospectus as being owned or licensed by them the Company (collectively, “Intellectual Property”), necessary to carry on the business now operated by it. Except as set forth or which are necessary for incorporated by reference in the conduct Registration Statement and the Prospectus (exclusive of their respective businesses as currently conductedany amendments thereto after the date hereof), no valid U.S. patent is, or presently employed to the knowledge of the Company would be, infringed by them (including the commercialization activities of products the Company in the manufacture, use, offer for sale or services sale of any product or component thereof as described in the Registration Statement and the General Disclosure Package Prospectus. The patent applications (if anythe “Patent Applications”) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights filed by or on behalf of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement and the Prospectus have been properly prepared and filed on behalf of the Company; except as set forth or incorporated by reference in the General Disclosure Package Registration Statement and the Prospectus (if anyexclusive of any amendments thereto after the date hereof) each of the Patent Applications and patents (the “Patents”) described in the Registration Statement and the Prospectus is assigned or licensed to the Company, and, except as under development, infringe or violate, set forth in the Registration Statement and the Prospectus (exclusive of any invention, patent application, patent, trademark (both registered and unregisteredamendments thereto after the date hereof), trade nameto the knowledge of the Company, service nameno other entity or individual has any right or claim in any Patent, copyrightPatent Application or any patent to be issued therefrom and each of the Patent Applications discloses potentially patentable subject matter. There are no actions, trade secret, know-how, confidential information suits or other intellectual property, rights judicial proceedings pending relating to inventions patents or proprietary information of others; (F) to which the Company and its Subsidiaries have complied with the terms is a party or of each agreement pursuant to which intellectual any property rights have been licensed to of the Company is subject and the Company has not received any notice and is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of its Subsidiariesany facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company therein, and all such agreements are in full force and effect; and which infringement or conflict (Gif the subject of any unfavorable decision, ruling or finding) the Companyor invalidity or inadequacy, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually singly or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Cv Therapeutics Inc), Purchase Agreement (Cv Therapeutics Inc)
Possession of Intellectual Property. (A) The To the Company’s knowledge, the Company and each of its Subsidiaries ownsubsidiaries owns or possesses, has licenses to, or have obtained valid and enforceable licenses forcan acquire or license on reasonable terms, or other rights to use, the inventionsadequate patents, patent applicationsrights, patentslicenses, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual propertyproperty (collectively, rights “Intellectual Property”) necessary to inventions carry on the business now operated by them and proprietary information described as currently proposed to be conducted as disclosed in the Registration Statement and Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render invalid any issued patents within the Intellectual Property disclosed in the most recent Preliminary Prospectus and the Prospectus as owned by or exclusively licensed to the Company or any of its subsidiaries (the “Company Intellectual Property”), and which infringement or conflict (if anythe subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, would result in a Material Adverse Effect. To the Company’s knowledge: (i) except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectivelyand the Prospectus, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish any ownership or license rights to any intellectual property rightsCompany Intellectual Property, except for, and for customary reversionary rights of third-party licensors with respect to the extent of, Intellectual Property that is disclosed in the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) most recent Preliminary Prospectus and the General Disclosure Package disclose is Prospectus as exclusively licensed to the CompanyCompany or its subsidiaries; and (Cii) there is no infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any intellectual property rightsCompany Intellectual Property; (DB) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsCompany Intellectual Property; or (EC) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) most recent Prospectus as under development, infringe infringe, misappropriate or otherwise violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, Intellectual Property rights to inventions or proprietary information of others; (F) the . The Company and its Subsidiaries subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiaries, and and, to the Company’s knowledge, all such agreements are in full force and effect; and (G) . To the Company, to its ’s knowledge, has complied with all applicable U.S. laws there are no material defects in any of the patents or patent applications included in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectIntellectual Property.
Appears in 2 contracts
Samples: Underwriting Agreement (Strongbridge Biopharma PLC), Underwriting Agreement (Strongbridge Biopharma PLC)
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described the conduct of the business now conducted or proposed in the Registration Statement and the General Disclosure Package (if any) as being owned to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package Package: (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute such material infringement, misappropriation breach, default or other violation, by third parties of any of the intellectual property rights which Intellectual Property Rights of the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the CompanyCompany or its subsidiaries; (Ciii) there is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts that would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsof the Intellectual Property Rights necessary or material to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in other fact which would form a reasonable basis for any such claim; and (vi) none of the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) Intellectual Property Rights used by the Company and or its Subsidiaries have complied with subsidiaries in their businesses has been obtained or is being used by the terms Company or its subsidiaries in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual obligation binding on the Company or any of its Subsidiaries, and all such agreements are subsidiaries or in full force and effect; and (G) violation of the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (Bi) – — (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Textura Corp), Underwriting Agreement (Textura Corp)
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, or have obtained valid and enforceable licenses forlicenses, or other rights to usesublicenses in the appropriate fields, for, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets, know-how, confidential information secrets and other intellectual property, rights to inventions and proprietary information property described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, conducted or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) currently proposed to be conducted (collectively, “intellectual property rightsIntellectual Property”); , and the conduct of their respective businesses does not and, to the Company’s knowledge, will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (Bi) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property, except for, and to the extent of, the ownership for customary reversionary rights of the owners of the intellectual property rights which third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose is and the Prospectus as licensed to the CompanyCompany or one or more of its subsidiaries; and (Cii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any intellectual property rights; (D) there Intellectual Property, and the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any intellectual property rights; (E) there Intellectual Property, and the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company or any of its Subsidiaries subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) or the Prospectus as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered)trademark, trade name, service name, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others; (F) , and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; and (G) . To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to its the Company’s knowledge, no employee of the Company is in or has complied been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries have taken all applicable U.S. laws reasonable steps to comply with the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the preparation Intellectual Property as well as in all foreign offices having similar requirements. None of the Company owned Intellectual Property or technology (including information technology and prosecution outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their patentsrespective officers, patent applicationsdirectors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement, trademarks the General Disclosure Package and service marks, except in each case covered the Prospectus as under development by clauses (B) – (G) such as would not, if determined adversely to the Company or any subsidiary fall within the scope of its Subsidiariesthe claims of one or more patents or patent applications or incorporate confidential know-how owned by, individually or in exclusively licensed to, the aggregate, have a Material Adverse EffectCompany or any subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Agenus Inc), MiNK Therapeutics, Inc.
Possession of Intellectual Property. Except as described in the General Disclosure Package and the Prospectus or except as would not, individually or in the aggregate, result in a Material Adverse Effect, (A) The the Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectivelyand the Prospectus, “intellectual property rights”); (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; Company or any of its subsidiaries, (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others; , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (FD) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; , and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement and (GE) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 2 contracts
Samples: Underwriting Agreement (Northwest Natural Holding Co), Northwest Natural Holding Co
Possession of Intellectual Property. (A) The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries ownsubsidiaries own or otherwise possess, hold or have obtained valid and enforceable licenses for, or other rights to use, the inventions, or believe that they can on commercially reasonable terms obtain such licenses or other rights under patent applications, patents, adequate patent rights, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, service namessoftware, copyrights, trade secrets, know-how, confidential information domain names and other intellectual property, including registrations and applications for registration thereof (collectively, “Intellectual Property”) used in, or necessary to carry on, the business now operated by the Company and its subsidiaries and as currently proposed to be operated by them, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, except as such failure to own or obtain such licenses or other rights would not reasonably be expected to inventions and proprietary information result in a Material Adverse Effect. None of the Intellectual Property described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus as being owned by or licensed by them to the Company or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) its subsidiaries (collectively, the “intellectual property rightsCompany Intellectual Property”)) has been adjudged invalid or unenforceable, in whole or in part; (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of, or challenging the Company’s ownership of or rights in or to, any Company Intellectual Property; and neither the Company nor any of its subsidiaries is aware of any intellectual property rights; (E) facts or circumstances that would render any Company Intellectual Property invalid or unenforceable or of inadequate scope to protect the interests of the Company or any of its subsidiaries in conducting their business, except, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there is no currently pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others a third party alleging that the Company or any of its Subsidiaries infringes subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service candidate described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentand the Prospectus, infringe infringe, misappropriate or otherwise violate, any inventionIntellectual Property of third parties, patent applicationand neither the Company nor any of its subsidiaries has received any notice alleging, patentor is otherwise aware of, trademark (both registered and unregistered)any facts or circumstances that would give rise to such an action, trade nameproceeding or claim, service nameexcept, copyrightin each case, trade secretwhere such infringement, know-how, confidential information misappropriation or other intellectual propertyviolation would not reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, rights to inventions or proprietary information of others; (F) no material technology employed by the Company and its Subsidiaries have complied with has been obtained or is being used by the terms Company in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual or legal obligation binding on the Company or any of its Subsidiariesofficers, and all such agreements are in full force and effect; and (G) the Companydirectors or employees, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely which violation relates to the Company breach of a confidentiality obligation, obligation to assign Intellectual Property to a previous employer or any obligation otherwise not to use the Intellectual Property of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectthird party.
Appears in 2 contracts
Samples: Underwriting Agreement (Cellectis S.A.), Underwriting Agreement (Cellectis S.A.)
Possession of Intellectual Property. (A) The Each of the Company and its Subsidiaries own, each Subsidiary owns or have obtained valid possesses the right to use all patents and enforceable licenses for, or other rights to use, the inventions, patent applications, patentstrademarks, adequate trademarks (both registered trademark registrations and unregistered), trade namesapplications, service namesmarks, service mxxx registrations and applications, tradenames, copyrights, trade secretscopyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures, and other intellectual propertyproperty (collectively, rights “Intellectual Property”) necessary to inventions conduct their respective businesses as currently conducted, and proprietary information as proposed to be conducted and described in the Registration Statement and the General Disclosure Package (if any) and the Final Prospectus, and the Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company or any Subsidiary with respect to the foregoing except for those in the General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and each Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Company’s and each Subsidiary’s respective businesses as being now conducted does not infringe, misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, copyrights, licenses or other Intellectual Property or franchise right of any person or entity. Except as disclosed in the General Disclosure Package and the Final Prospectus, there is no claim outstanding against the Company or any Subsidiary alleging the infringement, misappropriation or other violation by the Company or such Subsidiary of any patent, trademark, service mxxx, trade name, copyright, license or other Intellectual Property or franchise right of any person or entity. Each of the Company and each Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. Except as described in the Final Prospectus, all granted Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the loss or licensed by them impairment of or which are necessary payment of any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and the Subsidiaries have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or presently employed held for use by them (including the commercialization of products or services described Company and the Subsidiaries in the Registration Statement conduct of the Company and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who Subsidiaries’ business. No claims have orbeen asserted or threatened against the Company or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby, to the Company’s knowledge, will be able to establish rights to not breach or otherwise cause any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope violation of any intellectual property rights; (E) there is no pending orlaw related to privacy, to data protection, or the Company’s knowledgecollection and use of personal information collected, currently threatened actionused, suit, proceeding or claim held for use by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described Subsidiary in the Registration Statement conduct of the Company’s or the General Disclosure Package (if any) such Subsidiary’s business, except for such breaches or violations as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information would not cause a Material Adverse Effect. Each of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant Subsidiary has taken reasonable measures to which intellectual property rights have been licensed to the Company ensure that such information is protected against unauthorized access, use, modification, or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marksother misuse, except in each case covered by clauses (B) – (G) such as for those that would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (U.S. Gold Corp.), Underwriting Agreement (Spherix Inc)
Possession of Intellectual Property. (A) The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are necessary for that is material to the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package and the Prospectus. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus and except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (if anyi) as under development) (collectively, “intellectual property rights”)neither the Company nor any of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; (Bii) there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (Fiv) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (Gv) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 2 contracts
Samples: National Oilwell (National Oilwell Varco Inc), Underwriting Agreement (National Oilwell Varco Inc)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall material patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Prospectus; (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 2 contracts
Samples: Underwriting Agreement (Media General Inc), Underwriting Agreement (Media General Inc)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information Except as described in the Registration Statement and the General Disclosure Package Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (if anyi) the Company and its subsidiaries own, possess or can promptly obtain on commercially reasonable terms a valid and enforceable license to use, all patents, patent rights, licenses, inventions, copyrights, technology, software, databases, know how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade dress, domain names and other source identifiers, and any other similar intellectual property or proprietary rights in any jurisdiction throughout the world (including any and all issuances and registrations and applications for issuance or registration of, and all goodwill associated with, any of the foregoing, as being owned applicable) (collectively, “Intellectual Property”) used or licensed by them held for use in, or which are otherwise necessary for to, the conduct of their respective businesses the business as currently conducted, or presently employed now operated by them (including the commercialization of products or services described and as proposed to be operated in the Registration Statement and the General Disclosure Package Prospectus; (if anyii) as to the knowledge of the Company, the Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any others with respect to any Intellectual Property (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under development) applicable law to which the Company may be entitled (collectivelye.g., “intellectual property rights”35 U.S.C. Section 271(e)(1)); (Biii) there are no third parties who have or, to neither the Company’s knowledge, will be able to establish rights to Company nor any intellectual property rights, except for, and to the extent of its subsidiaries has received any notice or is otherwise aware of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits theretoA) and the General Disclosure Package disclose is licensed to the Company; (C) there is no any pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending orownership, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Intellectual Property owned by or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiariessubsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Intellectual Property or (B) any facts that would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such agreements are subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in full force each case, free and effectclear of all liens, encumbrances, defects or other restrictions; and (Gvi) the Company, Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Company and its knowledge, has complied with all applicable U.S. laws in subsidiaries the preparation and prosecution value of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely which to the Company or any of its Subsidiariessubsidiaries is contingent upon maintaining the confidentiality thereof and, individually to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, have a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 2 contracts
Samples: Sales Agreement (RAPT Therapeutics, Inc.), RAPT Therapeutics, Inc.
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownowns, possesses or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service copyrights, domain names, copyrights, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights (other than patents), including registrations and applications for registration thereof and licenses and approvals to use thereof (collectively, “Non-Patent Intellectual Property Rights”) necessary to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by it, except where such failure to own, possess or acquire such Non-Patent Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, the Company owns, possesses or can acquire on reasonable terms sufficient rights to inventions and proprietary information described the patents presently practiced by the Company, which are necessary to the conduct of the business now conducted or proposed in the Registration Statement General Disclosure Package to be conducted by it, except where such failure to own or possess such patent rights would not, individually or in the aggregate, have a Material Adverse Effect. The Non-Patent Intellectual Property Rights and the patent rights are referred to herein collectively as the “Intellectual Property Rights.” Except as disclosed in the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who have orto any of the Intellectual Property Rights owned by the Company, other than licenses granted to customers, suppliers, and contractors of the Company in the ordinary course of business with respect to the Company’s products and services; (ii) to the Company’s knowledge, will be able to establish rights to there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any intellectual property rights, except for, and to event that with notice or the extent of, the ownership rights passage of time would constitute any of the owners foregoing, by a third party of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to any Intellectual Property Rights owned by the Company; (Ciii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of the Intellectual Property Rights owned by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsIntellectual Property Rights owned by the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes infringes, misappropriates, breaches, defaults or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company which are necessary to the conduct of the business as now conducted or service described proposed in the Registration Statement or the General Disclosure Package (if any) as under development, infringe to be conducted by it has been obtained or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) is being used by the Company and its Subsidiaries have complied with the terms in violation of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) contractual obligation binding on the Company, to its knowledge, has complied with all applicable U.S. laws in violation of the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (Bi) – — (Gvi) such as would not, if determined adversely to the Company or any of its SubsidiariesCompany, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Nanosphere Inc), Underwriting Agreement (Nanosphere Inc)
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, can acquire on reasonable terms adequate trademarks (both registered and unregistered)trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, and other rights to inventions, technology, know-how, patents, copyrights, confidential information and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conductedthe business now operated by them, or presently employed by them (including the commercialization of products them, or services described proposed in the Registration Statement and the General Disclosure Package to be conducted by them and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights and the expected expiration of any such Intellectual Property Rights that, if determined adversely to the Company or any of its subsidiaries, would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (if anyi) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish there are no rights of third parties to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of Intellectual Property Rights owned by the intellectual property rights which the Registration Statement Company or its subsidiaries; (excluding the exhibits theretoii) and the General Disclosure Package disclose is licensed to the Company’s knowledge, there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (Ciii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in other fact which would form a reasonable basis for any such claim; and (vi) none of the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) Intellectual Property Rights used by the Company and or its Subsidiaries have complied with subsidiaries in their businesses has been obtained or is being used by the terms Company or its subsidiaries in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual obligation binding on the Company or any of its Subsidiaries, and all such agreements are subsidiaries in full force and effect; and (G) violation of the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution rights of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectpersons.
Appears in 2 contracts
Samples: Underwriting Agreement (K12 Inc), Underwriting Agreement (K12 Inc)
Possession of Intellectual Property. (A) The To the knowledge of the Company, the Company and its Subsidiaries subsidiaries own, have licensed, or have obtained possess adequate, valid and enforceable licenses for, or other rights to use, the all patents, licenses, copyrights and copyrightable works, inventions, patent applicationsknow-how (including trade secrets, patentsdata and other unpatented and/or unpatentable proprietary or confidential information, adequate trademarks (both registered and unregisteredsystems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other source indicators, and all other intellectual property, rights to inventions property and proprietary information rights (including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is used in or necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Prospectus; (B) to the Company’s and its subsidiaries’ knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property of any third party and none of the product candidates of the Company or any of its subsidiaries, if commercially sold or offered for commercial sale, would infringe, misappropriate or otherwise violate any valid and enforceable Intellectual Property of any third party; (C) to the knowledge of the Company, there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which Intellectual Property that the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Company or claim by others challenging the Company’s rights in or to any intellectual property rightsof its subsidiaries; (D) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging or seeking to deny or restrict the Company’s or any subsidiary’s rights in or to any Intellectual Property, or challenging the ownership, validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that Intellectual Property of the Company or any of its Subsidiaries infringes subsidiaries, or asserting that the Company or any subsidiary infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe infringe, misappropriate or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (FE) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and (GF) to the knowledge of the Company, to its knowledge, has complied with all applicable U.S. laws in none of the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered Intellectual Property owned by clauses (B) – (G) such as would not, if determined adversely or exclusively licensed to the Company or any of its Subsidiariessubsidiaries has been adjudged invalid or unenforceable in whole or part, individually and, to the knowledge of the Company, all such Intellectual Property is valid and enforceable; (G) the Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company or in its subsidiaries is contingent upon maintaining the aggregateconfidentiality thereof; and (H) no such Intellectual Property has been disclosed other than to employees, have a Material Adverse Effectrepresentatives and agents of the Company or any of its subsidiaries, all of whom are bound by written confidentiality agreements.
Appears in 2 contracts
Samples: Underwriting Agreement (Applied Genetic Technologies Corp), Underwriting Agreement (Applied Genetic Technologies Corp)
Possession of Intellectual Property. (A) The Company and each of its Subsidiaries ownowns, possesses or have obtained valid and enforceable has licenses for, or other rights to use, the inventionsall patents, patent applications, patentslicenses, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) property (collectively, “intellectual property rightsIntellectual Property”) necessary to carry on the business now operated by them and as currently proposed to be conducted (the “Company Intellectual Property”); , each as disclosed in the Disclosure Materials, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Company Intellectual Property or of any facts or circumstances which would render invalid any Company Intellectual Property, and which infringement or conflict (Bif the subject of any unfavorable decision, ruling or finding) or invalidity, singly or in the aggregate, would result in a Material Adverse Effect. To the Company’s Knowledge: (i) except as disclosed in the Disclosure Materials, there are no third parties who have or, to the Company’s knowledge, will be able to establish any ownership or license rights to any intellectual property rightsCompany Intellectual Property, except for, and for customary reversionary rights of third-party licensors with respect to the extent of, Intellectual Property that is disclosed in the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is Materials as exclusively licensed to the CompanyCompany or its Subsidiaries; and (Cii) there is no infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s knowledgeKnowledge, currently threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any intellectual property rightsCompany Intellectual Property; (DB) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsCompany Intellectual Property; or (EC) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in under development by the Registration Statement Company, infringe, misappropriate or the General Disclosure Package (if any) as under development, infringe or otherwise violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, Intellectual Property rights to inventions or proprietary information of others; (F) the . The Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or any of its Subsidiaries, and and, to the Company’s knowledge, all such agreements are in full force and effect; and (G) . To the Company’s Knowledge, to its knowledge, has complied with all applicable U.S. laws there are no material defects in any of the patents or patent applications included in the preparation Company Intellectual Property. The Company and prosecution its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their patents, patent applications, trademarks and service marksall of Company Intellectual Property, except in each case covered by clauses (B) – (G) such as would where failure to do so could not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Strongbridge Biopharma PLC), Securities Purchase Agreement (Strongbridge Biopharma PLC)
Possession of Intellectual Property. (A) The To the knowledge of the Company, the Company and its Subsidiaries subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service namesinventions, patents, patent rights, copyrights, trade secretsdomain names, licenses, approvals, know-howhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, confidential information systems, or procedures) and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions the conduct of the business as now conducted and proprietary information as described in the Registration Statement and General Disclosure Package, except where the failure to so own, possess, license or otherwise acquire would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (if anyi) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish there are no rights of third parties to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of Intellectual Property Rights owned by the intellectual property rights which the Registration Statement Company or its subsidiaries; (excluding the exhibits theretoii) and the General Disclosure Package disclose is licensed to the Company’s knowledge, there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (Ciii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending orpending, or to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, other fact which would form a reasonable basis for any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of otherssuch claim; (Fvi) there is no court-issued order, judgment, decree or injunction restricting the Company operation of the Company’s business on the basis of a conflict with or infringement of the patent rights of any third party; and its Subsidiaries have complied with (vii) none of the terms of each agreement pursuant to which intellectual property rights have been licensed to Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company, any of its Subsidiaries, and all such agreements are subsidiaries in full force and effect; and (G) violation of the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (Bi) – (Gvii) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, individually or in the aggregate, have a Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 2(w) are the only representations and warranties made by the Company with respect to any and all intellectual property related matters.
Appears in 2 contracts
Samples: Underwriting Agreement (Alder Biopharmaceuticals Inc), Underwriting Agreement (Alder Biopharmaceuticals Inc)
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownowns, or have obtained valid and enforceable licenses forpossesses the right to use all patents, or other rights to uselicenses, the inventions, patent applicationscopyrights, patentsknow-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, adequate trademarks (both registered and unregisteredsystems or procedures), trade marks, service marks, trade names, service namessoftware, copyrights, trade secrets, know-how, confidential information domain names and other intellectual propertyproperty including registrations and applications for registrations thereof (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, conducted or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package and the Prospectus. Without limitation to the foregoing, (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to Intellectual Property owned by the Company; (Cii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (Fiii) the Company and its Subsidiaries have has complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its SubsidiariesCompany, and all such agreements are in full force and effect; and (Giv) to the Company, to its ’s knowledge, none of the Intellectual Property used by the Company in its business has complied with all applicable U.S. laws been obtained or is being used by the Company in the preparation and prosecution violation of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to any contractual obligation binding on the Company or any of its Subsidiariesofficers, individually directors or in the aggregate, have a Material Adverse Effectemployees.
Appears in 2 contracts
Samples: Underwriting Agreement (Clarus Therapeutics Inc), Underwriting Agreement (Clarus Therapeutics Inc)
Possession of Intellectual Property. (A) The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, adequate trademarks (both registered trade and unregistered)service mark registrations, trade names, service namespatent rights, copyrights, licenses, inventions, trade secrets, technology, know-how, confidential information how and other intellectual propertyproperty (collectively, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any“Intellectual Property”) as being owned or licensed by them or which are necessary for the conduct of their respective businesses the Company’s business as currently conducted, now conducted or presently employed by them (including the commercialization of products or services as described in the Registration Statement and each of the General Disclosure Package and the Final Prospectus. Except as set forth in the General Disclosure Package and as would not, individually or in the aggregate, have a Material Adverse Effect, (if anyA) as under development) (collectively, “intellectual property rights”)there are no rights of third parties to any of the Intellectual Property owned by the Company or its subsidiaries other than non-exclusive licenses granted in the ordinary course of business; (B) there are is no infringement by third parties who have or, to the Company’s knowledge, will be able to establish rights to of any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is such Intellectual Property owned by or exclusively licensed to the CompanyCompany or its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rightsIntellectual Property; (D) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any intellectual property rights; such Intellectual Property, (E) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries Company’s business as now conducted infringes or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service nametrademark, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others; , and (F) none of the Intellectual Property used by the Company and or its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have subsidiaries in their business has been licensed to obtained or is being used by the Company or any of its Subsidiaries, and all such agreements are subsidiaries in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution violation of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to any contractual obligation binding on the Company or any of its Subsidiaries, individually or subsidiaries in violation of the aggregate, have a Material Adverse Effectrights of any persons.
Appears in 2 contracts
Samples: Underwriting Agreement (Adc Telecommunications Inc), Underwriting Agreement (Adc Telecommunications Inc)
Possession of Intellectual Property. (A) The Company and each of its Subsidiaries ownsubsidiaries owns, possesses, licenses or have obtained valid and enforceable licenses for, or has other rights to use, the inventions, use all patents and patent applications, patentscopyrights, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service Internet domain names, copyrightstechnology, and/or know-how (including trade secrets, know-how, confidential information other unpatented and/or unpatentable proprietary rights) and other intellectual property, rights property that are necessary or used in any material respect to inventions and proprietary information described conduct their business in the Registration Statement manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Time of Sale Disclosure Package and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) Prospectus (collectively, “intellectual property rightsIntellectual Property”); (B) there all material copyrights and patents owned or licensed by the Company (including all material copyrights and patents owned or licensed by each of its subsidiaries) are no third parties who have valid, enforceable and not subject to any ongoing or, to the Company’s knowledgebest knowledge after due inquiry, will be able threatened interference, reexamination, judicial or administrative proceeding pertaining to establish rights to any intellectual property rightsvalidity, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Companyenforceability or scope; (C) neither the Company nor any of its subsidiaries has received any notice alleging infringement, violation or conflict with (and neither the Company nor any of its subsidiaries knows of any basis for alleging infringement, violation or conflict with) the Intellectual Property rights of any third party by the Company, its subsidiaries, or their products; (D) there is are no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope knowledge of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiaries after due inquiry, threatened actions, suits, proceedings or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to claims by others that allege the Company or any of its Subsidiariessubsidiaries is infringing or has infringed any Intellectual Property right of any third party; (E) the discoveries, inventions, products or processes of the Company and all such agreements are its Subsidiaries referenced in full force the Time of Sale Disclosure Package and effectthe Prospectus, to the Company’s best knowledge after due inquiry, do not violate or conflict with any Intellectual Property right of any third party including any discovery, invention, product or process that is the subject of a patent application filed by any third party; and (GF) neither the Company nor any of its subsidiaries are in breach of any license or other agreement relating to the Intellectual Property rights of the Company, its subsidiaries or any third party; and there are no contracts, arrangements or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement. The description of the intellectual property matters of the Company and its knowledge, has complied with all applicable U.S. laws subsidiaries as set forth in the preparation Time of Sale Disclosure Package and prosecution the Prospectus does not contain any untrue statement of their patentsa material fact or omit to state a material fact necessary to make the statements therein, patent applicationsin the light of the circumstances under which they were made, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to not misleading. The services of the Company or and its Subsidiaries are conducted in compliance with the applicable copyright and intellectual property laws of the PRC and all other applicable jurisdictions, and do not infringe upon the rights of third parties. Neither the Company nor its Subsidiaries offer services with the object of promoting the use of such services to infringe any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectthird party’s Intellectual Property.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Market Group LTD), Underwriting Agreement (Global Market Group LTD)
Possession of Intellectual Property. (Ai) The Company and each of its Subsidiaries own, owns or have obtained valid and enforceable licenses for, or other has adequate rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)use all trademarks, trade names, service domain names, patents, patent rights, mask works, copyrights, trade secretstechnology, know-howhow (including trade secrets and other unpatented or unpatentable proprietary or confidential information, confidential information systems or procedures), service marks, trade dress rights and other intellectual property, rights to inventions property and proprietary information described in registrations and applications for registration for any of the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) foregoing (collectively, “intellectual property rightsIntellectual Property”); (B) there are no third parties who have orand has such other licenses, approvals and governmental authorizations, in each case, sufficient to conduct its business as now conducted and as now proposed to be conducted, and, to the Company’s and its Subsidiaries’ knowledge, will be able to establish there are no rights of third parties to any intellectual property rightssuch Intellectual Property owned by the Company and its Subsidiaries and none of the foregoing Intellectual Property rights owned or, except forsubject to the Enforceability Exceptions, licensed by the Company or any of its Subsidiaries is invalid or unenforceable, (ii) the Company has no knowledge of any infringement by it or any of its Subsidiaries of Intellectual Property rights of others, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any Intellectual Property rights of others, where such infringement or violation could have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation or violation by others of, or conflict by others with rights of the Company or any of its Subsidiaries infringes with respect to, any Intellectual Property that could have a Material Adverse Effect, (iv) there is no suit, proceeding or otherwise violatesclaim being made against the Company or any of its Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any employee of the Company or wouldany of its Subsidiaries, upon regarding Intellectual Property, challenging the commercialization Company’s and its Subsidiaries’ rights in or to any such Intellectual Property or alleging other infringement that could have a Material Adverse Effect, and the Company is unaware of any product facts which could form a reasonable basis for any such action, suit, proceeding or service claim, (v) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application that contains claims for which an “interference proceeding” (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Registration Statement and the Final Prospectus as being owned by or licensed to the General Disclosure Package Company and (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (Fvi) the Company and its Subsidiaries have complied not received any notice of infringement with respect to any patent or any notice challenging the terms validity, scope or enforceability of each agreement pursuant to which intellectual property rights have been any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered the loss of which patent or Intellectual Property (or loss of rights thereto) could have a Material Adverse Effect. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors (including, but not limited to, assignments of such Intellectual Property from such employees and contractors) and to protect the confidentiality of all of their confidential information and trade secrets and that of third parties in their possession to the extent contractually required to do so. None of the Intellectual Property or technology (including information technology and outsourced arrangements) employed by clauses (B) – (G) such as would not, if determined adversely to the Company or the Subsidiaries has been obtained or is being used by the Company or the Subsidiaries in violation of any contractual obligation binding on the Company or any of the Subsidiaries or, to the knowledge of the Company and its Subsidiaries, individually any of their respective officers, directors or employees, where such violation or violation could have a Material Adverse Effect. The Company and the Subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions used in connection with the aggregatebusiness of the Company and the Subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and the Subsidiaries as currently conducted, except as could not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Velo3D, Inc., Velo3D, Inc.
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other rights to use, use (or can acquire such rights on reasonable terms) the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, trade names, service namespatent rights, copyrights, domain names and trade secretssecrets including registrations and applications for registration thereof (collectively, know-how, confidential information and other intellectual property, rights “Intellectual Property Rights”) that are material to inventions and proprietary information described the conduct of the business now conducted or proposed in the Registration Statement and the General Disclosure Package (if any) as being owned to be conducted by them, and the expected expiration of any single item of such Intellectual Property Rights would not, individually or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have orPackage, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights knowledge of the owners Company (i) there is no material infringement, misappropriation or other violation by the Company, its subsidiaries or third parties of any of the intellectual property rights which Intellectual Property Rights of the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the CompanyCompany or its subsidiaries; (Cii) there is no pending or, to the Company’s knowledge, currently or threatened in writing action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s ownership rights in or to any intellectual property rightsof their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Diii) there is no pending or, to the Company’s knowledge, currently or threatened in writing action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsregistered Intellectual Property Rights of the Company or its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eiv) there is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, or would, upon violates any Intellectual Property Rights of others and the commercialization Company is unaware of any product or service described in other fact which would form a reasonable basis for any such claim; and (v) none of the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) Intellectual Property Rights used by the Company and or its Subsidiaries have complied with subsidiaries in their businesses has been obtained or is being used by the terms Company or its subsidiaries in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual obligation binding on the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service markssubsidiaries, except in each case covered by clauses (Bi) – (Gv) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Kraton Performance Polymers, Inc.), Underwriting Agreement (Polymer Holdings LLC)
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownsubsidiaries own or possess, or have obtained valid license to practice under or to use the patents, statutory invention rights, community designs, invention disclosures, rights in utility models and enforceable licenses forindustrial designs, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregisteredunregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, business names, trade names, service logos, slogans, trade dress, design rights, Internet domain names, copyrightssocial media accounts, trade secretsany other designations of source or origin, know-howand any applications (including provisional applications), confidential information and other intellectual propertyregistrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to inventions publicity and proprietary information privacy and/or other intellectual property (collectively, “Intellectual Property”) used in or necessary to carry on their respective businesses now operated by them and as proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus. Except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described otherwise disclosed in the Registration Statement and Statement, the General Disclosure Package Package, and the Prospectus, neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, or, to the Company’s knowledge has engaged in any infringement, misappropriation or other violation of or conflict with any Intellectual Property of any third party, except any such infringement, misappropriation or other violation which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There is no pending, and the Company has received no notice of any threatened, action, suit, proceeding or claim regarding any such infringement, misappropriation or violation. All Intellectual Property, except for applications therein, owned by or exclusively licensed to the Company or any of its subsidiaries (if anysuch Intellectual Property, the “Company Intellectual Property”) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have oris subsisting and, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except foris valid and enforceable. There is no pending, and to the extent ofCompany has received no notice of any threatened, action, suit, proceeding or claim by any third party challenging the ownership Company’s rights in or the validity, ownership, registrability, enforceability or scope of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) any Company Intellectual Property and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending orCompany and its subsidiaries are unaware of any facts or circumstances which would form a reasonable basis for any such claim. No third party is, to the Company’s knowledge, currently infringing, misappropriating or otherwise violating any of the Company Intellectual Property, except any such infringement, misappropriation or other violation which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon subsidiaries against a third party regarding the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the foregoing. The Company and its Subsidiaries subsidiaries have complied in all material respects with the material terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or its subsidiaries, neither the Company nor any of its Subsidiariessubsidiaries has received any notice alleging noncompliance of such material terms in any such agreement, and to the Company’s knowledge, all such agreements are in full force and effect; and (G) . No Company Intellectual Property has been obtained or is being used by the Company in violation of any material contractual obligations binding on the Company. All Company Intellectual Property has been duly maintained and, except for applications therein, is in full force and effect and, to its the Company’s knowledge, has complied there are no material defects, including in connection with all applicable U.S. laws the filing or prosecution of, in any of the preparation and prosecution Company Intellectual Property. Each person who is or was an employee or contractor of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries and who is, individually was or is expected to be involved in the aggregatecreation or development of any Intellectual Property for or on behalf of the Company has executed a valid written agreement effectively assigning to the Company or such subsidiaries all of such person’s right, title and interest in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any material term of any agreement with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries. The Company and its subsidiaries take and have taken commercially reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Company Intellectual Property used in connection with the business of the Company and its subsidiaries now operated by them and, to the Company’s knowledge, the confidentiality of such material trade secrets and material confidential Company Intellectual Property has not been disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or other organization has funded or sponsored research and development conducted in connection with the business of the Company or any of its subsidiaries now operated by them that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property. None of the software developed or owned by the Company or its subsidiaries is currently held in escrow or subject to any escrow obligation or any condition, obligation or other requirement that it be licensed pursuant to a Material Adverse Effectfree or open source software license or that the source code for such software be delivered, disclosed, licensed or otherwise made available to any other Person.
Appears in 2 contracts
Samples: Underwriting Agreement (Paragon 28, Inc.), Underwriting Agreement (Paragon 28, Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, any Subsidiary own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and the General Disclosure Package (if any) as being owned SEC Reports or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted, and as described in the Registration Statement and SEC Reports; neither the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)Company nor its Subsidiaries has received any notice or is otherwise aware of any material infringement of any Intellectual Property or of any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company or of its Subsidiaries therein; (B) there are no third parties who have or, to the knowledge of the Company’s knowledge, will would reasonably be expected to be able to establish rights to any intellectual property rightsIntellectual Property of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which Intellectual Property that the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package SEC Reports disclose is licensed to the CompanyCompany or its Subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiaries’ rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentSEC Reports, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) , and, to the knowledge of the Company, to its knowledgeno event or condition has occurred or, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company knowledge of the Company, exists that gives or, with notice or passage of time or both, would give any of its Subsidiaries, individually person or in entity the aggregate, have a Material Adverse Effectright to terminate any such agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (IMV Inc.), Securities Purchase Agreement (IMV Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, or have obtained valid adequate rights and enforceable licenses forunder, or other can acquire rights to useon reasonable terms to, the inventionsall patents, patent rights, patent applications, patentsinventions, adequate trademarks copyrights, other works of authorship, know how (both registered including trade secrets and unregisteredother proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade and service mark registrations, trade names, copyrightsdesigns, trade secretsprocesses, know-howlicenses, confidential information computer programs, technical data and information, and other intellectual propertyproperty (collectively, rights “Intellectual Property”) that are necessary to inventions carry on the business of the Company as currently conducted and proprietary information described to commercialize the products or services as disclosed in the Registration Statement and Statement, the General Disclosure Package and the Prospectus as under development (if any) all such Intellectual Property is collectively referred to as being owned or licensed by them or which are necessary for the conduct of their respective businesses “Company Intellectual Property”). Except as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and Statement, the General Disclosure Package and the Prospectus, (if anyA) as under development) (collectively, “intellectual property rights”); (B) to the Company’s knowledge there are no third parties who have rights to any Intellectual Property, including no liens, security interest, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries; (B) the Company has taken reasonable steps to secure its interests in the Intellectual Property owned by the Company from its employees and contractors; (C) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any Company Intellectual Property owned by, or exclusively licensed to, the Company or its subsidiaries; (D) to the Company’s knowledge, the Company is not infringing the intellectual property rights of third parties and (E) none of the Company Intellectual Property owned by the Company or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is exclusively licensed to the Company; Company has been adjudged invalid or unenforceable in whole or in part, in the case of clause (C) there and clause (D), which infringement, misappropriation or violation, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. There is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others of which the Company has received written notice: (A) challenging the Company’s rights in or to any intellectual property rights; (D) there Company Intellectual Property, and the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (B) challenging the validity, enforceability or scope of any intellectual property rights; (E) there Company Intellectual Property owned by, or exclusively licensed to, the Company or its subsidiaries, and the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (C) asserting that the Company or any of its Subsidiaries subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) or the Prospectus as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, Intellectual Property rights to inventions or proprietary information of others; (F) , and the Company and its Subsidiaries have complied subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, no employee of the Company who has developed Company Intellectual Property is in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which intellectual property rights have been Company Intellectual Property is licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; effect in accordance with their terms. The patents included in the Company Intellectual Property owned by the Company or, to the Company’s knowledge, exclusively licensed to the Company are subsisting and (G) have not lapsed and the patent applications in the Intellectual Property owned by the Company or exclusively licensed to the Company are pending and have not been abandoned. To the Company’s knowledge, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, or in violation of any contractual rights of any persons. All patents and patent applications included in the Company Intellectual Property that are owned by or exclusively licensed to its the Company have been duly and properly filed and maintained and the parties prosecuting such applications have complied in all material respects with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) in connection with such applications. To the Company’s knowledge, has complied with all applicable U.S. laws there is no patent or published patent application, in the preparation U.S. or other jurisdiction, that is not included in the Company Intellectual Property and prosecution that, in the case of their patentsa patent, contains claims, or in the case of a published patent applicationsapplication contains patentable claims, trademarks that dominates any of the Company Intellectual Property described in the Preliminary Prospectus and service marks, except in each case covered Prospectus as being owned by clauses (B) – (G) such as would not, if determined adversely or licensed to the Company or that interferes with the issued or pending claims of any of its Subsidiariesthe Company Intellectual Property owned by or, individually or in to the aggregateCompany’s knowledge, have a Material Adverse Effectexclusively licensed to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.)
Possession of Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (Ai) The the Company and its Subsidiaries subsidiaries own, possess or have obtained can promptly obtain on commercially reasonable terms a valid and enforceable licenses for, or other rights license to use, the all patents, patent rights, licenses, inventions, patent applicationscopyrights, patentstechnology, adequate trademarks software, databases, know how (both registered including any trade secrets and unregisteredany other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service namestrade dress, copyrights, trade secrets, know-how, confidential information domain names and other source identifiers, and any other similar intellectual property, property or proprietary rights to inventions and proprietary information described in any jurisdiction throughout the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them world (including any and all issuances and registrations and applications for issuance or registration of, and all goodwill associated with, any of the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) foregoing, as under developmentapplicable) (collectively, “intellectual property rightsIntellectual Property”) used or held for use in, or otherwise necessary to, the conduct of the business as now operated by them and as proposed to be operated in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) to the knowledge of the Company, the Company’s and its subsidiaries’ conduct of their business does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any others with respect to any Intellectual Property (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1))); (Biii) there are no third parties who have or, to neither the Company’s knowledge, will be able to establish rights to Company nor any intellectual property rights, except for, and to the extent of its subsidiaries has received any notice or is otherwise aware of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits theretoA) and the General Disclosure Package disclose is licensed to the Company; (C) there is no any pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending orownership, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Intellectual Property owned by or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiariessubsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Intellectual Property or (B) any facts that would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such agreements are subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in full force each case, free and effectclear of all liens, encumbrances, defects or other restrictions; and (Gvi) the Company, Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Company and its knowledge, has complied with all applicable U.S. laws in subsidiaries the preparation and prosecution value of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely which to the Company or any of its Subsidiariessubsidiaries is contingent upon maintaining the confidentiality thereof and, individually to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, have a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 2 contracts
Possession of Intellectual Property. (A) The Company Parent and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them the Offering Memorandum or which are that is necessary and material for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there and the Offering Memorandum. Neither Parent nor any of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any material Intellectual Property invalid or inadequate to protect the interests of Parent or any of its subsidiaries therein. There are no third parties who have or, to the Company’s knowledgeknowledge of the Company or any of the Guarantors, will be able to establish rights to any intellectual property rightsIntellectual Property of Parent or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package and the Offering Memorandum disclose is licensed to the Company; (C) there Parent or any of its subsidiaries. There is no pending or, to the Company’s knowledgeknowledge of the Company or any of the Guarantors, currently threatened action, suit, proceeding or claim by others challenging the CompanyParent’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company Parent or any subsidiary of its Subsidiaries Parent infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentor the Offering Memorandum, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others; (F) the Company , and Parent and its Subsidiaries subsidiaries are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim. Parent and its subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company Parent and its subsidiaries or any of its SubsidiariesParent subsidiary, and all such agreements are in full force and effect; , and (G) no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the Company, right to its knowledge, has complied terminate any such agreement. There is no patent or patent application that contains claims that interfere with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to the Company Intellectual Property of Parent or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as disclosed in the Registration Statement (A) The excluding the exhibits thereto), the Disclosure Package and the Prospectus, the Company and its the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade namestradenames, service names, copyrights, trade secrets, know-how, confidential information secrets and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, conducted or presently employed by them as currently proposed to be conducted (including the commercialization of products or services described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus as under development) ), except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “intellectual property rightsIntellectual Property”); except as disclosed in the Registration Statement (Bexcluding the exhibits thereto), the General Disclosure Package and the Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property owned or purported to be owned by the Company or the Subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and ), the General Disclosure Package and the Prospectus disclose is licensed to the Company; (Cii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rightsIntellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsIntellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) and the Prospectus as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered)trademark, trade nametradename, service name, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (Fvi) the Company and its the Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or any of its SubsidiariesSubsidiary, and all such agreements are in full force and effect; (vii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; (viii) to the Company’s knowledge, there is no prior art that may render any patent application within the Intellectual Property unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and (Gix) the Company, to its knowledge, has complied with all applicable U.S. laws product candidates described in the preparation Registration Statement, the General Disclosure Package and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered the Prospectus as under development by clauses (B) – (G) such as would not, if determined adversely to the Company or any Subsidiary fall within the scope of its Subsidiariesthe claims of one or more patents owned by, individually or in exclusively licensed to, the aggregate, have a Material Adverse EffectCompany or any Subsidiary.
Appears in 1 contract
Samples: www.sec.gov
Possession of Intellectual Property. (A) The Company and each of its Subsidiaries ownsubsidiaries own or possess, have licenses to, or have obtained valid and enforceable can acquire licenses foron reasonable terms to, or other rights to use, the inventionsadequate patents, patent applicationsrights, patents, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-howhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, confidential information systems or procedures), trademarks, service marks, trade names and other intellectual propertyproperty (collectively, rights “Intellectual Property”) necessary to inventions and proprietary information described carry on the business now operated by them and, to the knowledge of the Company, as currently proposed to be conducted as disclosed in the Registration Statement and the General Disclosure Package Prospectus, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of (if anyi) any infringement of or conflict with asserted Intellectual Property rights of others arising by the Company’s or its subsidiaries’ businesses as being owned or licensed now operated by them or (ii) any facts or circumstances which are necessary for would render invalid any issued patents within the conduct Intellectual Property disclosed in the most recent preliminary prospectus and the Prospectus as owned by or exclusively licensed to the Company or any of their respective businesses its subsidiaries (the “Company Intellectual Property”), and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or finding of invalidity, singly or in the aggregate, would result in a Material Adverse Effect. To the Company’s knowledge: (i) except as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and the General Disclosure Package (if any) as under development) (collectivelyProspectus, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish any ownership or license rights to any intellectual property rightsCompany Intellectual Property, except for, and for customary reversionary rights of third-party licensors with respect to the extent of, Intellectual Property that is disclosed in the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) most recent preliminary prospectus and the General Disclosure Package disclose is Prospectus as exclusively licensed to the CompanyCompany or its subsidiaries; and (Cii) there is no infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any intellectual property rightsCompany Intellectual Property; (DB) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsCompany Intellectual Property; or (EC) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes subsidiaries infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) most recent Prospectus as under development, infringe infringe, misappropriate or otherwise violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, Intellectual Property rights to inventions or proprietary information of others; (F) the . The Company and its Subsidiaries subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiaries, and and, to the Company’s knowledge, all such agreements are in full force and effect; and (G) . To the Company, to its ’s knowledge, has complied with all applicable U.S. laws there are no material defects in any of the patents or patent applications included in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Ascendis Pharma a/S
Possession of Intellectual Property. (A) The Except as disclosed in the Disclosure Documents, the Company and its Subsidiaries ownsubsidiaries own or possess, or have obtained can acquire on reasonable terms, valid and enforceable licenses for, or other rights to useuse all patents, the statutory invention rights, invention disclosures, rights in utility models and industrial designs, inventions, patent applications, patents, adequate trademarks (both registered and unregisteredunregistered copyrights (including copyrights in software), trademarks, service marks, business names, trade names, service logos, slogans, trade dress, design rights, Internet domain names, copyrightssocial media accounts, any other designations of source or origin, intellectual property rights in technology, software, source code, data and know how (including trade secrets, know-how, confidential information secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, and/or other intellectual propertyproperty (collectively, rights “Intellectual Property”) necessary to inventions carry on the business now operated and proprietary information as proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) Prospectus (collectively, the “intellectual property rightsDisclosure Documents”); (B) there are no by them, provided that the foregoing should not be construed as a representation of non-infringement of the Intellectual Property of third parties who have or, to parties. To the Company’s knowledge, will be able to establish rights to any intellectual property rightsexcept as disclosed in the Disclosure Documents, except forthe Company (i) is not infringing, misappropriating, diluting or otherwise violating, and to the extent ofhas not infringed, the ownership misappropriated, diluted or otherwise violated, any Intellectual Property rights of the owners third parties; and (ii) has not received any notice or is otherwise aware of the intellectual property rights any facts which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to would form a reasonable basis for any claim or assertion that the Company; (C) there is no pending or, to currently, or in the future upon the manufacturing or commercialization of any product or service described in the Disclosure Documents as under development, infringes, misappropriates, dilutes or otherwise violates any Intellectual Property rights of others. To the Company’s knowledge, currently there is no pending threatened action, suit, proceeding or claim by others others: (A) challenging the Company’s rights in or to any intellectual property rightsIntellectual Property owned or exclusively licensed by the Company or any of its subsidiaries (the “Company Intellectual Property”); or (DB) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; Company Intellectual Property. As to both (EA) there and (B), the Company is no pending orunaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company Intellectual Property has been duly maintained and, to the Company’s knowledge, currently threatened actionis valid, suit, proceeding or claim by others that subsisting and enforceable and free of material defects in connection with the filing and prosecution thereof. Except as disclosed in the Disclosure Documents: (i) the Company is the sole owner of the Company Intellectual Property owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable; and (ii) no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of its Subsidiaries infringes ownership to any such Intellectual Property. Except as disclosed in the Disclosure Documents, the Company is not obligated to pay a material royalty, grant a license or otherwise violatesoption, or wouldprovide other material consideration to any third party in connection with the Company Intellectual Property. The Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, upon the commercialization of any product in whole or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentpart, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Disclosure Documents as exclusively licensed to the Company or its subsidiaries; and (ii) there is no infringement, misappropriation, dilution, or other violation by third parties of any Company Intellectual Property. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have Company Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiaries, and all such agreements are in full force and effect. The Company is taking all reasonable steps necessary to secure assignments to its title, rights and interests in and to the Company Intellectual Property owned by the Company from all employees, consultants, agents and contractors engaged in the development of the Intellectual Property on behalf of the Company, including requiring all such employees, consultants, agents and contractors to execute appropriate invention assignment agreements to assign all of their right, title and interest in and to such Intellectual Property to the Company. To the Company’s knowledge, no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable and customary steps to protect, maintain and safeguard the Company Intellectual Property, including by implementation of physical and cyber security measures and the execution of appropriate employment contracts, patent disclosure agreements, non-competition agreements, non-solicitation agreements, nondisclosure agreements, and confidentiality agreements with their employees, and no employee of the Company or its subsidiaries is in or has been in violation of any term of, such agreements or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. All patents and patent applications owned by the Company or its subsidiaries have been duly and properly filed and each issued patent is being diligently maintained and is valid and enforceable. To the Company’s knowledge, there are no facts that would preclude the issuance of a valid and enforceable patent on any pending patent applications included in the Intellectual Property of the Company. To the Company’s knowledge, the Company and the parties prosecuting such applications have complied or are in the process of complying with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”), and all such requirements in the relevant foreign patent authority having similar requirements as the case may be, in connection with such patents and patent applications for which it has filing, prosecution and/or maintenance responsibilities. To the Company’s knowledge: (i) there is no patent or patent application that contains claims that dominate or may dominate (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property of the Company; (ii) there is no prior art material to any patent of the Intellectual Property of the Company that may render any U.S. patent held by the Company invalid or unenforceable; and (Giii) there is no prior art or public or commercial activity or other facts required to be disclosed to the USPTO and any relevant foreign patent authority that were not (or are not in the process of being) disclosed and which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with respect to any patents that have been issued with respect to such applications. The Company expects the product candidates described in the Disclosure Documents as under development by the Company to fall within the scope of the claims of one or more patents or patent applications owned by the Company, to its knowledge, has complied with all applicable U.S. laws as described in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectDisclosure Documents.
Appears in 1 contract
Samples: Underwriting Agreement (PepGen Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownowns or possesses, or have obtained has a valid and enforceable licenses forlicense to, or other rights to usecan acquire on reasonable terms, the inventions, all patents and patent applications, patentspatent rights, adequate trademarks (both statutory invention rights, invention disclosures, design rights, rights in utility models and industrial designs, inventions, registered and unregisteredunregistered copyrights (including copyrights in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, service nameslogos, copyrightsslogans, trade secretsdress and any other designations of source or origin, know-howand any applications (including provisional applications), confidential information and other intellectual propertyregistrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to inventions publicity and proprietary information described in the Registration Statement and the General Disclosure Package privacy, and/or other intellectual property (if anycollectively, “Intellectual Property”) as being owned or licensed by them or which are necessary for the conduct of their respective businesses the business now operated by the Company and as currently conducted, or presently employed by them (including the commercialization of products or services proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package and the Prospectus, except where the failure to own or possess, have a valid license to or have the ability to acquire on reasonable terms any of the foregoing would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has not received any notice of infringement and to the knowledge of the Company, there is no (if anyA) as under development) (collectivelyinfringement, “intellectual property rights”); misappropriation, or other violation of or conflict with any Intellectual Property rights of others by the Company, or (B) there are no third parties who have or, act (or lack thereof) by the Company which would reasonably be expected to the Company’s knowledge, will be able to establish rights to render any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is Intellectual Property owned by or exclusively licensed to the Company; Company (Csuch Intellectual Property, the “Company Intellectual Property”) there invalid or unenforceable, and which infringement, misappropriation, violation or conflict or invalidity or unenforceability, would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging regarding the Company’s rights in or to subject matter of the foregoing sentence and the Company is unaware of any intellectual property rights; (D) there facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim against the Company or the Company Intellectual Property, as applicable, by others any third party challenging the Company’s rights in, or the validity, ownership, registrability, enforceability or scope of, any Company Intellectual Property and the Company is unaware of any intellectual property rights; (E) there is no pending or, to facts which would form a reasonable basis for any such claim. To the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any knowledge of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.there is no
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information Except as described in the Registration Statement and the General Disclosure Package Prospectus or where it would not, singly or in the aggregate, result in a Material Adverse Effect, (if anyA) as being owned the Company and its subsidiaries own, possess or licensed have the right to use, or can acquire the right to use on reasonable terms, all patents, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or which are necessary for the conduct of their respective businesses and as currently conducted, or presently employed by them (including the commercialization of products or services proposed to be conducted as described in the Registration Statement and or the General Disclosure Package (if any) as under development) (collectivelyProspectus, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights knowledge of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is Company, all Intellectual Property owned by or exclusively licensed to the Company; Company or its subsidiaries (such Intellectual Property, the “Company Intellectual Property”) has been duly and properly filed and maintained, is free and clear of liens or security interests, and is in full force and effect, valid, subsisting and enforceable, (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others any third party challenging the Company’s rights in validity, ownership, registrability, enforceability or to scope of any intellectual property rights; Company Intellectual Property and the Company is unaware of any facts which would form a reasonable basis for any such claim, (D) no third party, to the knowledge of the Company, is infringing, misappropriating or otherwise violating any Company Intellectual Property and there is no pending or threatened action, suit, proceeding or claim by the Company or any of its subsidiaries against a third party regarding the foregoing, (E) (1) neither the Company nor any of its subsidiaries has received any written notice of nor, to the knowledge of the Company, has engaged in, any infringement, misappropriation or other violation of any Intellectual Property of any third party, (2) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging regarding the validitysubject matter of the foregoing, enforceability or scope and (3) the Company and its subsidiaries are unaware of any intellectual property rights; facts which would form a reasonable basis for any such claim, (EF) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened actionthe parties prosecuting patent applications within the Company Intellectual Property have complied with their duty of candor and disclosure to the USPTO or foreign patent offices, suitas applicable, proceeding in connection with such applications and the Company is not aware of any facts required to be disclosed to the USPTO or claim by others foreign patent offices that were not disclosed and which would preclude the grant of a patent in connection with any such patent application or could form the basis of a finding of invalidity or unenforceability with respect to any patents that have issued with respect to such patent applications, (G) each person who is or was an employee or contractor of the Company or any of its Subsidiaries infringes subsidiaries and who is or otherwise violates, was involved in the creation or would, upon the commercialization development of any product Company Intellectual Property for or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information on behalf of others; (F) the Company and its Subsidiaries have complied with the terms of each has executed a valid agreement pursuant to which intellectual property rights have been licensed containing an assignment or exclusive license to the Company or any of its Subsidiariessubsidiaries of such person’s rights in and to such Company Intellectual Property, (H) the Company has taken reasonable steps in accordance with standard industry practice to maintain and all such agreements are protect the confidentiality of the trade secrets and other confidential Intellectual Property used in full force connection with the business of the Company and effect; and (G) its subsidiaries and, to the knowledge of the Company, such confidential Intellectual Property has not been compromised or disclosed to its knowledge, has complied with all applicable U.S. laws in the preparation or accessed by any third party except pursuant to nondisclosure and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectconfidentiality agreements.
Appears in 1 contract
Samples: CureVac N.V.
Possession of Intellectual Property. (A) The Each of the Company and its Subsidiaries own, the Subsidiary owns or have obtained valid possesses the right to use all patents and enforceable licenses for, or other rights to use, the inventions, patent applications, patentstrademarks, adequate trademarks (both registered trademark registrations and unregistered), trade namesapplications, service namesmarks, service mxxx registrations and applications, tradenames, copyrights, trade secretscopyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures, and other intellectual propertyproperty (collectively, rights “Intellectual Property”) necessary to inventions conduct their respective businesses as currently conducted, and proprietary information as proposed to be conducted and described in the Registration Statement and the General Disclosure Package (if any) and the Final Prospectus, and the Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company or the Subsidiary with respect to the foregoing except for those in the General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and the Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Company’s and the Subsidiary’s respective businesses as being now conducted does not infringe, misappropriate or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, copyrights, licenses or other Intellectual Property or franchise right of any person or entity. There is no claim outstanding against the Company or the Subsidiary alleging the infringement, misappropriation or other violation by the Company or the Subsidiary of any patent, trademark, service mxxx, trade name, copyright, license or other Intellectual Property or franchise right of any person or entity. Each of the Company and the Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. All granted Intellectual Property owned by the Company and/or the Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the loss or licensed by them impairment of or which are necessary payment of any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company or the Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of their respective businesses as currently conducted. With respect to the use of the software in the Company or the Subsidiary’s business as it is currently conducted, neither the Company nor the Subsidiary has experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected. The Company and the Subsidiary have at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or presently employed held for use by them (including the commercialization of products or services described Company and the Subsidiary in the Registration Statement conduct of the Company and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who Subsidiary’s business. No claims have orbeen asserted or threatened against the Company or the Subsidiary alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby, to the Company’s knowledge, will be able not breach or otherwise cause any violation of any law related to establish rights to any intellectual property rightsprivacy, except fordata protection, or the collection and to use of personal information collected, used, or held for use by the extent of, Company or the ownership rights Subsidiary in the conduct of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) Subsidiary’s business, except for such breaches or violations as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information would not cause a Material Adverse Effect. Each of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant Subsidiary has taken reasonable measures to which intellectual property rights have been licensed to the Company ensure that such information is protected against unauthorized access, use, modification, or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marksother misuse, except in each case covered by clauses (B) – (G) such as for those that would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Cyclacel Pharmaceuticals, Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownsubsidiaries own and possess, or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Prospectus; (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which Intellectual Property that the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Connecticut Water Service Inc / Ct)
Possession of Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect on the Company (Ai) The the Company and its Subsidiaries own, own or have obtained a valid and enforceable licenses for, or other rights license to use, the inventions, patent applications, all patents, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, know how (including trade secrets, know-how, confidential information secrets and other intellectual propertyunpatented and/or unpatentable proprietary or confidential information, rights systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) used in or necessary or material to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement Time of Sale Prospectus and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)Prospectus; (Bii) there are no third parties who have orthe Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is Intellectual Property Rights licensed to the Company; (C) Company and its Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability or scope of any intellectual property rightssuch Intellectual Property Rights; (Eiii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights ; (iv) there is no pending or, or to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that any third party challenging the validity, enforceability or scope of any of the Company’s or the Subsidiaries’ Intellectual Property Rights; (v) neither the Company or nor any of its Subsidiaries infringes infringes, misappropriates or otherwise violates, or wouldhas infringed, upon the commercialization of any product misappropriated or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violateotherwise violated, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information Intellectual Property Rights or other intellectual property, proprietary rights to inventions or proprietary information of otherssuch third party; and (Fvii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiariesuse, and have used, commercially reasonable efforts to appropriately maintain all such agreements are in full force and effect; and (G) the Company, information intended to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such be maintained as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effecttrade secret.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries the Subsidiary own, possess, license or have obtained valid and enforceable licenses for, or other rights to use, the inventionsuse all patents, patent applications, patentstrade and service marks, adequate trademarks (both registered trade and unregistered)service mark registrations, trade names, service namescopyrights, copyrightslicenses, inventions, trade secrets, technology, know-how, confidential information how and other intellectual propertyproperty (collectively, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any“Intellectual Property”) as being owned or licensed by them or which are necessary for the conduct of their respective businesses the Company’s business as currently conducted, now conducted or presently employed by them (including the commercialization of products or services described as proposed to be conducted in the Registration Statement and Prospectus. Except as set forth in the General Disclosure Package Prospectus, (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who to any such Intellectual Property, except any rights which have or, not had and are not reasonably likely to result in a Material Adverse Effect; (ii) to the Company’s knowledge, will be able to establish rights to there is no material infringement by third parties of any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Companysuch Intellectual Property; (Ciii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rightssuch Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any intellectual property rightssuch Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service nametrademark, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others, and the Company is unaware of any fact which would form a reasonable basis for any such claim; (Fvi) to the Company and its Subsidiaries have complied Company’s knowledge, there is no patent or published patent application in the United States which contains claims that interfere with the terms issued or pending claims of each agreement pursuant to which intellectual property rights have been any Intellectual Property described in the Prospectus as being owned by or licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effectCompany; and (Gvii) there is no prior art of which the Company, Company is aware that is reasonably likely to its knowledge, render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely not been disclosed to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectU.S. Patent and Trademark Office.
Appears in 1 contract
Possession of Intellectual Property. (A) The Except as disclosed in the Prospectus, to the best knowledge of the Company, each of the Company and its Subsidiaries ownowns, possesses, licenses or have obtained valid and has legally enforceable licenses for, or other rights to use, the inventionson reasonable terms, all material patents, patent applications, patentstrade and service marks, adequate trademarks (both registered trade and unregistered)service mark xxxistrations, trade names, service namescopyrights, copyrightslicenses, inventions, trade secrets, technology, know-how, confidential information how and other intellectual propertyproperty (collectively, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any"Intellectual Property") as being owned or licensed by them or which are necessary for the conduct of their respective businesses its business as currently now conducted and as proposed to be conducted, or presently employed by them (including the commercialization of products or services described . Except as set forth in the Registration Statement Prospectus under the caption "Business - Patents and the General Disclosure Package Proprietary Rights," (if any) as under development) (collectively, “intellectual property rights”); (Ba) there are no rights of third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Companysuch Intellectual Property; (Cb) there is no infringement by third parties of any such Intellectual Property; (c) there is no pending or, to the Company’s 's best knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s 's rights in or to any intellectual property rightssuch Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dd) there is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any intellectual property rightssuch Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ee) there is no pending or, to the Company’s 's knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service nametrademark, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (Ff) there is no U.S. or foreign patent or published U.S. or foreign patent application which contains claims that dominate or may dominate any Intellectual Property described in the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been Prospectus as being owned by or licensed to the Company or that interferes with the issue or pending claims of any of its Subsidiaries, and all such agreements are in full force and effectIntellectual Property; and (Gg) there is no prior art of which the Company, to its knowledge, Company is aware that may render any U.S. or foreign patent held by the Company invalid or any U.S. or foreign patent application held by the Company unpatentable which has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely not been disclosed to the Company U.S. Patent and Trademark Office or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectapplicable foreign regulatory body.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dyax Corp)
Possession of Intellectual Property. (A) The To the knowledge of the Company, the Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-howand domain names (collectively, confidential information and other intellectual property, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the Prospectus and used in the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted, and as described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus; neither the Company nor any of its subsidiaries has received any written notice or is otherwise aware that the conduct of their respective businesses as under development) (collectivelycurrently conducted infringes, “intellectual property rights”)misappropriates, or violates the rights of others; (B) to the knowledge of the Company, there are no third parties who have or, to the Company’s knowledge, or will be able to establish rights to any intellectual property rightsIntellectual Property owned by the Company or any of its subsidiaries (“Company-owned Intellectual Property”), except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which as disclosed in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose is licensed to and the CompanyProspectus; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orCompany-owned Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orCompany-owned Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others; (F) the Company and its Subsidiaries subsidiaries have materially complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; , and (G) no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the Company, right to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) terminate any such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectagreement.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries the Subsidiary own, possess, license or have obtained valid and enforceable licenses for, or other rights to use, the inventionsuse all patents, patent applications, patentstrade and service marks, adequate trademarks (both registered trade and unregistered)service xxxx registrations, trade names, service namescopyrights, copyrightslicenses, inventions, trade secrets, technology, know-how, confidential information how and other intellectual propertyproperty (collectively, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any“Intellectual Property”) as being owned or licensed by them or which are necessary for the conduct of their respective businesses the Company’s business as currently conducted, now conducted or presently employed by them (including the commercialization of products or services described as proposed to be conducted in the Registration Statement and Disclosure Materials. Except as set forth in the General Disclosure Package Materials, (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who to any such Intellectual Property, except any rights which have or, not had and are not reasonably likely to result in a Material Adverse Effect; (ii) to the Company’s knowledge, will be able to establish rights to there is no material infringement by third parties of any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Companysuch Intellectual Property; (Ciii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rightssuch Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any intellectual property rightssuch Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service nametrademark, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others, and the Company is unaware of any fact which would form a reasonable basis for any such claim; (Fvi) to the Company and its Subsidiaries have complied Company’s knowledge, there is no patent or published patent application in the United States which contains claims that interfere with the terms issued or pending claims of each agreement pursuant to which intellectual property rights have been any Intellectual Property described in the Disclosure Materials as being owned by or licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effectCompany; and (Gvii) there is no prior art of which the Company, Company is aware that is reasonably likely to its knowledge, render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely not been disclosed to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectU.S. Patent and Trademark Office.
Appears in 1 contract
Samples: Securities Purchase Agreement (DBV Technologies S.A.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own or have obtained valid valid, enforceable and enforceable adequate rights and licenses forunder patents, or other rights to use, the inventionspatent rights, patent applications, patentsinventions, adequate trademarks copyrights and other works of authorship, know how (both registered including trade secrets and unregisteredother proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trade and service namesxxxx registrations, copyrightsdesigns, trade secretsprocesses, know-howlicenses, confidential information computer programs, technical data and information, and other intellectual propertyproperty (collectively, rights “Intellectual Property”) that are reasonably expected to inventions be material to carry on the business of the Company as currently conducted and proprietary information as currently proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned and the Prospectus. To the Company’s knowledge, there is no patent or licensed by them published patent application in the U.S. or which are necessary for any other jurisdiction which, in the conduct case of their respective businesses a patent, contains claims, or in the case of a published patent application, contains patentable claims, that would be reasonably expected to be material to the Company’s ability to carry out the business of the Company as currently conducted, or presently employed by them (including the commercialization of products or services conducted and as currently proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package and the Prospectus. There are no unreleased liens or security interests which have been filed with the U.S. Patent and Trademark Office (if anythe “USPTO”) or, to the Company’s knowledge, otherwise against any of the patents disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as under development) owned by the Company or one or more of its subsidiaries (collectively, the “intellectual property rightsCompany Owned Intellectual Property”); . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus: (BA) there are no third parties who have orrights to any Company Owned Intellectual Property, including liens, security interests, or other encumbrances; (B) to the Company’s knowledge, will be able to establish except for customary reversionary rights to any intellectual property rights, except forof third-party licensors, and rights granted to other licensees in the extent ofCompany Licensed Intellectual Property, the ownership there are no third parties who have rights of the owners of the intellectual property rights which with respect to Intellectual Property that is disclosed in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose is and the Prospectus as licensed to the CompanyCompany or one or more of its subsidiaries (the “Company Licensed Intellectual Property” and, together with the Company Owned Intellectual Property, the “Company Intellectual Property”); (C) there is no pending or, the Company has taken all reasonable steps necessary to secure its interests in the Company Owned Intellectual Property from its employees and contractors; (D) to the Company’s knowledge, currently there is no infringement, misappropriation or violation by any third party of any Company Intellectual Property; (E) to the Company’s knowledge, the Company is not infringing upon the intellectual property rights of any third party; and (F) to the Company’s knowledge, none of the Company Intellectual Property has been adjudged invalid or unenforceable, in whole or in part. To the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others against the Company: (1) challenging the Company’s rights in or to any intellectual property rights; (D) there Company Intellectual Property, and the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; (2) challenging the validity, enforceability or scope of any intellectual property rights; (E) there Company Intellectual Property, and the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others claim; or (3) asserting that the Company or any of its Subsidiaries infringes subsidiaries infringe or otherwise violates, violate or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered)trademark, trade name, service name, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others; (F) , and the Company and its Subsidiaries subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, no employee of the Company is or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have Company Licensed Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; . There are no material defects in any of the patents or patent applications within the Company Owned Intellectual Property or, to the Company’s knowledge, the Company Licensed Intellectual Property. The patents included in the Company Owned Intellectual Property and, to the Company’s knowledge, the Company Licensed Intellectual Property, are subsisting and (G) have not lapsed and the patent applications in the Company Owned Intellectual Property and, to the Company’s knowledge, the Company Licensed Intellectual Property, are subsisting and have not been abandoned. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Company Licensed Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses or otherwise. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, to its knowledgesubsidiaries, has complied with all applicable U.S. laws or any of their officers, directors, employees, or contractors, or in violation of any contractual rights of any persons. The drug candidate AK-OTOF described in the preparation Registration Statement, the General Disclosure Package and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered the Prospectus as under development by clauses (B) – (G) such as would not, if determined adversely to the Company or any subsidiary falls within the scope of the claims of one or more patents or applications relating to such drug candidate or its Subsidiariesintended use owned by, individually or exclusively licensed to, the Company or any subsidiary All patents and patent applications constituting Company Owned Intellectual Property and, to the Company’s knowledge, all patents and patent applications constituting Company Licensed Intellectual Property have been duly and properly filed and maintained and the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications. To the aggregateCompany’s knowledge, there is no prior art that may render any patent within the Company Intellectual Property invalid or that may render any patent application within the Company Intellectual Property unpatentable that has not been disclosed to the USPTO. There are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application with respect to Company Owned Intellectual Property or, to the Company’s knowledge, Company Licensed Intellectual Property, or would reasonably be expected to form the basis of a finding of invalidity with respect to any patents constituting Company Owned Intellectual Property or, to the Company’s knowledge, Company Licensed Intellectual Property, that have a Material Adverse Effectbeen issued with respect to such applications.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownowns or has valid, or have obtained valid binding and enforceable licenses for, or other rights or can acquire rights (whether by ownership or license) on reasonable terms to use, the inventions, practice and use all patents and patent applications, patentscopyrights, adequate trademarks (both registered and unregistered)trademarks, trademark registrations, service marks, service mark registrations, trade names, service names, copyrights, trade secrets, names and know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other technology and intellectual propertyproperty rights necessary for, rights or material to inventions and proprietary information the conduct, or the proposed conduct, of the business of the Company in the manner described in the Registration Statement preliminary prospectus and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) Prospectus (collectively, the “intellectual property rightsCompany Intellectual Property”); (B) there are no third parties who have or, and, to the Company’s knowledge, the conduct of its and its subsidiaries’ respective businesses (including the development and commercialization of the product candidates described in preliminary prospectus and the Prospectus) does not and will be able to establish rights to not infringe or misappropriate any intellectual property rightsrights of others in any material respect; there are, except forto the knowledge of the Company, no rights of third parties to any of the Company Intellectual Property owned by the Company, and such intellectual property is owned by the Company free and clear of all material liens, security interests, or encumbrances; to the extent ofknowledge of the Company, the ownership rights of patents, trademarks and copyrights held or licensed by the owners of Company included within the intellectual property rights which the Registration Statement (excluding the exhibits thereto) Company Intellectual Property are valid, enforceable and the General Disclosure Package disclose is licensed to the Companysubsisting; (C) there is no pending or, to the Company’s knowledge, currently threatened there is no infringement by third parties of any of the Company Intellectual Property; other than as disclosed in preliminary prospectus and the Prospectus, (i) neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property, (ii) no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, alleging that the Company or its subsidiaries is infringing, misappropriating, diluting or otherwise violating any rights of others with respect to any of the Company’s product candidates, processes or intellectual property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (iii) no action, suit, claim by others or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the Company’s Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (iv) no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the Company’s rights in or to any intellectual property rights; Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (Dv) there the Company has not received written notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s products, proposed products, processes or Company Intellectual Property, (vi) (vii) to the knowledge of the Company, no consultant or independent contractor of the Company or any of its subsidiaries is no pending orin or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement nondisclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates to such independent contractor’s engagement with the Company or actions undertaken while employed or engaged with the Company, (ix) the Company has taken reasonable measures to protect its confidential information and trade secrets and to maintain and safeguard the Company’s Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements, and to the Company’s knowledge, currently threatened action, suit, proceeding no employee of the Company is in or claim by others challenging the validity, enforceability or scope has been in violation in any material respect of any intellectual property rights; (E) there is no pending orterm of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package and (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (Fx) the Company and its Subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have the Company’s Intellectual Property has been licensed to the Company or any of its SubsidiariesCompany, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described the conduct of the business now conducted or proposed in the Registration Statement General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (if anyi) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish there are no rights of third parties to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of Intellectual Property Rights owned by the intellectual property rights which the Registration Statement Company or its subsidiaries; (excluding the exhibits theretoii) and the General Disclosure Package disclose is licensed to the Company’s knowledge, there is no material infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (Ciii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights; (Div) there is no pending or, to the Company’s knowledge, currently there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information Intellectual Property Rights or other intellectual property, proprietary rights to inventions or proprietary information of others; and (Fvi) to the Company and its Subsidiaries have complied with Company’s knowledge, none of the terms of each agreement pursuant to which intellectual property rights have been licensed to Intellectual Property Rights used by the Company or its subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company, any of its Subsidiaries, and all such agreements are subsidiaries in full force and effect; and (G) violation of the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (Bi) – (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (A) The Except as described in the General Disclosure Package, the Company and its Subsidiaries ownsubsidiaries own or possess a valid right to use (in either case, free of any liens, charges and encumbrances) or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described the conduct of the business now conducted or proposed in the Registration Statement General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who have orto own or use any of the Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third parties of any of the Intellectual Property Rights of the Company or its subsidiaries, and, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights Intellectual Property Rights of the owners Company and each of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) its subsidiaries are valid and the General Disclosure Package disclose is licensed to the Companyenforceable; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights of the Company or any of its subsidiaries in or to any intellectual property rightsto, or the violation of their Intellectual Property Rights; (Div) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights of the Company or its subsidiaries; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiaries infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information Intellectual Property Rights or other intellectual property, proprietary rights to inventions or proprietary information of others; (Fvi) none of the Intellectual Property Rights used by the Company and or its Subsidiaries have complied with subsidiaries in their businesses has been obtained or is being used by the terms Company or its subsidiaries in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual obligation binding on the Company or any of its Subsidiaries, and all such agreements are subsidiaries in full force and effectviolation of the rights of any persons; and (Gvii) the Company and its subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets and other confidential and proprietary information, and, to the knowledge of the Company, there has not been any disclosure of any trade secrets or other confidential and proprietary information that has resulted, or is likely to its knowledgeresult, has complied with all applicable U.S. laws in the preparation loss of trade secret or other rights in and prosecution of their patents, patent applications, trademarks and service marks, to such information; except in each case covered by clauses (Bi) – — (Gvii) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Misys PLC)
Possession of Intellectual Property. (Ai) The Company and its Subsidiaries own, own or have obtained a valid and enforceable licenses for, or other rights license to use, the inventions, patent applications, all patents, adequate trademarks (both registered and unregistered)trademarks, trade names, service copyrights, software copyrights, domain names, copyrightsapprovals, trade secrets, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) used in or necessary to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)businesses; (Bii) there are no third parties who have orthe Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is Intellectual Property Rights licensed to the Company; (C) Company and its Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability or scope of any intellectual property rightssuch Intellectual Property Rights; (Eiii) there is no pending orneither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) to the Company’s knowledge, currently threatened actionno third party is infringing, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes misappropriating or otherwise violatesviolating, or wouldhas infringed, upon the commercialization of any product misappropriated or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violateotherwise violated, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to Intellectual Property Rights owned by the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries infringes, and all such agreements are in full force and effectmisappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; and (Gvi) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any of its Subsidiary have executed confidentiality agreements, invention assignment agreements, technology development agreements or other similar agreements whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company, to its knowledge, ’s knowledge no such agreement has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marksbeen breached or violated, except in each case covered by clauses (Bi) – through (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiaries, not individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, license, possess or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package to be conducted by them and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (if anyi) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have been granted exclusive licenses to use any of the Intellectual Property Rights owned by the Company or its Subsidiaries except as would not interfere with the conduct of the Company’s or the applicable Subsidiary’s business as now conducted; (ii) there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries or, to the Company’s knowledge, will be able to establish rights to third parties of any intellectual property rights, except for, and to the extent of, the ownership rights of the owners Intellectual Property Rights of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the CompanyCompany or its Subsidiaries; (Ciii) there is no pending or, or to the Company’s Company knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its Subsidiaries infringes in their businesses has been obtained or otherwise violates, is being used by the Company or would, upon the commercialization its Subsidiaries in violation of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to contractual obligation binding on the Company or any of its Subsidiaries, and all such agreements are Subsidiaries in full force and effect; and (G) violation of the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (Bi) – (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Worthington Industries Inc)
Possession of Intellectual Property. (A) The Company Except as disclosed in the Registration Statement, the General Disclosure Package and its Subsidiaries ownthe Final Prospectus, each of the Group Companies owns, possesses, licenses or have obtained valid and enforceable licenses for, or has other rights to use, use the inventions, patents and patent applications, patentscopyrights, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service Internet domain names, copyrights, trade secretstechnology, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property, rights property necessary or used in any material respect to inventions conduct its business in the manner in which it is being conducted and proprietary information described in the manner in which it is contemplated as set forth in the Registration Statement and Statement, the General Disclosure Package and the Final Prospectus (if any) collectively, the “Intellectual Property”); except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and Statement, the General Disclosure Package and the Final Prospectus, none of the Intellectual Property is unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (if anyand none of the Group Companies knows of any basis for violation or conflict with) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, rights of others with respect to the Company’s knowledge, will be able to establish rights to any intellectual property rights, Intellectual Property; except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which as disclosed in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose is licensed to and the Company; (C) Final Prospectus, there is are no pending or, to the Company’s knowledgebest knowledge after due inquiry, currently threatened actionactions, suitsuits, proceeding proceedings or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim claims by others that the Company or allege any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of Group Companies is infringing any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-howtrademark, confidential information service mxxx, copyright or other intellectual property, rights to inventions property or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marksright, except in each case covered by clauses (B) – (G) such as any threatened actions, suits, proceedings or claims which would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect; the discoveries, inventions, products or processes of the Group Companies referenced in the Registration Statement, the General Disclosure Package and the Final Prospectus do not violate or conflict with any intellectual property or proprietary right of any third person, or any discovery, invention, product or process that is the subject of a patent application filed by any third person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect; the Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property; to the extent any Intellectual Property is sublicensed to any of the Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; and there are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement; except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, none of the Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); all use or disclosure of Confidential Information owned by the Group Companies by or to a third party has been pursuant to a written agreement between the Group Companies and such third party; and all use or disclosure of Confidential Information not owned by the Group Companies has been pursuant to the terms of a written agreement between the Group Companies and the owner of such Confidential Information, or is otherwise lawful.
Appears in 1 contract
Samples: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)
Possession of Intellectual Property. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (Ai) The the Company and its Subsidiaries subsidiaries own, possess or have obtained can promptly obtain on commercially reasonable terms a valid and enforceable licenses for, or other rights license to use, the all patents, patent rights, licenses, inventions, patent applicationscopyrights, patentstechnology, adequate trademarks software, databases, know-how (both registered including any trade secrets and unregisteredany other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service namestrade dress, copyrights, trade secrets, know-how, confidential information domain names and other source identifiers, and any other similar intellectual property, property or proprietary rights to inventions and proprietary information described in any jurisdiction throughout the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them world (including any and all issuances and registrations and applications for issuance or registration of, and all goodwill associated with, any of the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) foregoing, as under developmentapplicable) (collectively, “intellectual property rightsIntellectual Property”); (B) there are no third parties who have orused or held for use in, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent ofor otherwise necessary to, the ownership rights conduct of the owners of the intellectual property rights which business as now operated by them and as proposed to be operated in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose is licensed and the Prospectus; (ii) to the knowledge of the Company; (C) there is no pending or, to the Company’s knowledgeand its subsidiaries’ conduct of their business does not infringe, currently misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, asserted rights of any others with respect to any Intellectual Property (it being understood that the foregoing representation and warranty is made without giving effect to any exemption under applicable law to which the Company may be entitled (e.g., 35 U.S.C. Section 271(e)(1)); (iii) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of, (A) any pending or threatened action, suit, proceeding or claim by others any third party against the Company or any of its subsidiaries (x) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property, (y) challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending orownership, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Intellectual Property owned by or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiariessubsidiaries or (z) challenging the Company’s or any of its subsidiaries’ rights in or to any of the Intellectual Property or (B) any facts that would form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries has not been infringed, misappropriated or otherwise violated by any third party; (v) all Intellectual Property owned by the Company or any of its subsidiaries is owned solely and exclusively by the Company or such agreements are subsidiaries and the Company and its subsidiaries own such Intellectual Property and hold all of their rights under all Intellectual Property licensed to them, in full force each case, free and effectclear of all liens, encumbrances, defects or other restrictions; and (Gvi) the Company, Company and its subsidiaries have taken reasonable steps in accordance with normal industry standards and practices to maintain the confidentiality of all Intellectual Property of the Company and its knowledge, has complied with all applicable U.S. laws in subsidiaries the preparation and prosecution value of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely which to the Company or any of its Subsidiariessubsidiaries is contingent upon maintaining the confidentiality thereof and, individually to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or in the aggregateany of its subsidiaries, have a Material Adverse Effectall of whom are bound by written and enforceable confidentiality agreements.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownExcept as disclosed in the Relevant Public Filings, each of the Group Companies owns, possesses, licenses or have obtained valid and enforceable licenses for, or has other rights to use, use the inventions, patents and patent applications, patentscopyrights, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service Internet domain names, copyrights, trade secretstechnology, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property, rights property necessary or used in any material respect to inventions and proprietary information described conduct its business in the Registration Statement manner in which it is being conducted and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and manner in which it is contemplated as set forth in the General Disclosure Package (if any) as under development) Relevant Public Filings (collectively, the “intellectual property rightsIntellectual Property”); except as disclosed in Relevant Public Filings, none of the Intellectual Property is unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (Band none of the Group Companies knows of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; except as disclosed in Relevant Public Filings, there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledgebest knowledge after due inquiry, currently threatened actionactions, suitsuits, proceeding proceedings or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim claims by others that the Company or allege any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of Group Companies is infringing any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-howtrademark, confidential information service mxxx, copyright or other intellectual property, rights to inventions property or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marksright, except in each case covered by clauses (B) – (G) such as any threatened actions, suits, proceedings or claims which would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect; the discoveries, inventions, products or processes of the Group Companies referenced in the Relevant Public Filings do not violate or conflict with any intellectual property or proprietary right of any third person, or any discovery, invention, product or process that is the subject of a patent application filed by any third person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect; the Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property; and to the extent any Intellectual Property is sublicensed to any of the Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; except as disclosed in the Relevant Public Filings, none of the Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); all use or disclosure of Confidential Information owned by the Group Companies by or to a third party has been pursuant to a written agreement between the Group Companies and such third party; and all use or disclosure of Confidential Information not owned by the Group Companies has been pursuant to the terms of a written agreement between the Group Companies and the owner of such Confidential Information, or is otherwise lawful.
Appears in 1 contract
Samples: Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know‑how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Prospectus; (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which Intellectual Property that the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except for the third party patents or patent applications of which the Company is aware as set forth in the second paragraph under the heading “Risk Factors – Third party claims of intellectual property infringement may prevent or delay our drug discovery and development efforts” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 (A) The which is incorporated by reference in the Prospectus), the Company and its Subsidiaries subsidiaries own, possess, license or have obtained valid can acquire on reasonable terms adequate trademarks, trade names and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, patents, copyrights, confidential information and other intellectual propertyproperty (collectively, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any“Intellectual Property Rights”) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, the business now conducted or presently employed by them (including the commercialization of products or services described proposed in the Registration Statement and the General Disclosure Package to be conducted by them, except where such failure to own, possess, license, or acquire such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect, and to the knowledge of the Company there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or any of its subsidiaries of any of Intellectual Property Rights of a third party. Except as disclosed in the General Disclosure Package and the Final Prospectus (if anyi) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish there are no rights of third parties to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners Intellectual Property Rights owned by the Company or any of the intellectual property rights which the Registration Statement its subsidiaries; (excluding the exhibits theretoii) and the General Disclosure Package disclose is licensed to the Company’s knowledge, there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights of the Company or any of its subsidiaries; (Ciii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in other fact which would form a reasonable basis for any such claim; and (vi) none of the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to Intellectual Property Rights used by the Company or any of its Subsidiaries, and all such agreements are subsidiaries in full force and effect; and (G) their respective businesses has been obtained or is being used by the Company, to Company or any of its knowledge, has complied with all applicable U.S. laws subsidiaries in violation of any contractual obligation binding on the preparation and prosecution Company or any of their patents, patent applications, trademarks and service marksits subsidiaries or in violation of the rights of any persons, except in each case covered by clauses (Bi) – (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (A) The Except as described in the Registration Statement Package and the Prospectus, the Company and its Subsidiaries ownsubsidiaries own or otherwise possess, hold or have obtained valid and enforceable licenses for, or other rights to use, the inventions, or believe that they can on commercially reasonable terms obtain such licenses or other rights under patent applications, patents, adequate patent rights, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks (both registered and unregistered), service marks, trade names, service namessoftware, copyrights, trade secrets, know-how, confidential information domain names and other intellectual property, including registrations and applications for registration thereof (collectively, “Intellectual Property”) used in, or necessary to carry on, the business now operated by the Company and its subsidiaries and as currently proposed to be operated by them, as disclosed in the Registration Statement and the Prospectus, except as such failure to own or obtain such licenses or other rights would not reasonably be expected to inventions and proprietary information result in a Material Adverse Effect. To the knowledge of the Company, there are no rights of third parties to any such Intellectual Property, including no liens, security interests, or other encumbrances that would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned by, or licensed to, the Company or its subsidiaries that would reasonably be expected to result in a Material Adverse Effect. None of the Intellectual Property described in the Registration Statement and the General Disclosure Package (if any) Prospectus as being owned by or licensed by them to the Company or which are necessary for its subsidiaries (collectively, the conduct of their respective businesses “Company Intellectual Property”) has been adjudged invalid or unenforceable, in whole or in part; except as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and the General Disclosure Package (if any) as under development) (collectivelyProspectus, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of, or challenging the Company’s ownership of or rights in or to, any Company Intellectual Property; and neither the Company nor any of its subsidiaries is aware of any intellectual property rights; (E) facts or circumstances that would render any Company Intellectual Property invalid or unenforceable or of inadequate scope to protect the interests of the Company or any of its subsidiaries in conducting their business, except, in each case, as described in the Registration Statement and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, there is no currently pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others a third party alleging that the Company or any of its Subsidiaries infringes subsidiaries infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service candidate described in the Registration Statement and the Prospectus, infringe, misappropriate or the General Disclosure Package (if any) as under development, infringe or otherwise violate, any inventionIntellectual Property of third parties, patent applicationand neither the Company nor any of its subsidiaries has received any notice alleging, patentor is otherwise aware of, trademark (both registered and unregistered)any facts or circumstances that would give rise to such an action, trade nameproceeding or claim, service nameexcept, copyrightin each case, trade secretwhere such infringement, know-how, confidential information misappropriation or other intellectual propertyviolation would not reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, rights to inventions or proprietary information of others; (F) no material technology employed by the Company and its Subsidiaries have complied with has been obtained or is being used by the terms Company in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual or legal obligation binding on the Company or any of its Subsidiariesofficers, and all such agreements are in full force and effect; and (G) directors or employees, which violation relates to the breach of a confidentiality obligation, obligation to assign Intellectual Property to a previous employer or obligation otherwise not to use the Intellectual Property of a third party. To the Company, to its ’s knowledge, has complied with all applicable U.S. laws there are no material defects in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually the patents or in patent applications within the aggregate, have a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Sales Agreement (Cellectis S.A.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own or have obtained a valid and enforceable licenses for, or other rights right to use, the inventions, patent applications, use all patents, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service domain names, copyrightssocial media identifiers and accounts and other source indicators, trade secretscopyrights and copyrightable works, licenses, inventions, software, source code, databases, technology, know-how, confidential information and other intellectual propertyproperty (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, rights to inventions systems or procedures) and all other worldwide intellectual property and proprietary information described in rights (including all goodwill associated with and all registrations of and applications for, the Registration Statement and the General Disclosure Package foregoing) (if anycollectively, “Intellectual Property”) as being owned or licensed by them or which are that is necessary for to the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services conducted and as described in the Registration Statement Statement, the Disclosure Package and the General Disclosure Package (if any) as under development) (collectivelyProspectus. Intellectual Property owned, “intellectual property rights”); (B) there are no whether exclusively or jointly with a third parties who party, by the Company and its subsidiaries has not been adjudged invalid or unenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part. The Company and its subsidiaries have ornot received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, the Intellectual Property of any other person and, to the knowledge of the Company’s knowledge, will be able to establish rights to there has been no such infringement, misappropriation or other violation of any intellectual property rights, except for, and to Intellectual Property of any other person. Except as otherwise disclosed in the extent ofRegistration Statement, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) Disclosure Package and the General Disclosure Package disclose is licensed to the Company; (C) Prospectus, there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending orownership, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of, or scope any rights of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiaries in, any such Intellectual Property except as would not, individually or otherwise violatesin the aggregate, or would, upon the commercialization reasonably be expected to result in a Material Adverse Effect. The Company has no knowledge of any product claim alleging the infringement, misappropriation or service described other violation of any Intellectual Property of any other person by the Company or any of its subsidiaries. Except as would not, individually or in the Registration Statement or the General Disclosure Package (if any) as under developmentaggregate, infringe or violatereasonably be expected to have a Material Adverse Effect, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries subsidiaries use, and have complied used, commercially reasonable efforts in accordance with customary industry practice to appropriately protect, maintain and safeguard the terms confidentiality of each agreement pursuant to all Intellectual Property, the value of which intellectual property rights have been licensed to the Company or any of its Subsidiariessubsidiaries is contingent upon maintaining the confidentiality thereof, including the execution of appropriate nondisclosure and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectconfidentiality agreements.
Appears in 1 contract
Samples: Quantum-Si Inc
Possession of Intellectual Property. The Company and its subsidiaries own or possess, or have a valid license to, all patents and patent applications, patent rights, statutory invention rights, invention disclosures, design rights, rights in utility models and industrial designs, inventions, registered and unregistered copyrights (including copyrights in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, logos, slogans, trade dress and any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to publicity and privacy, and/or other intellectual property (collectively, “Intellectual Property”) used in or reasonably necessary to carry on the business now operated by them and as proposed to be conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus, provided that the foregoing representation shall not be deemed a representation of no infringement, misappropriation or other violation of or conflict with any Intellectual Property rights of others. The Company and its subsidiaries have not received any notice of any claim of infringement, violation or misappropriation of third-party Intellectual Property; to the knowledge of the Company, there is no infringement, misappropriation, or other violation of or conflict with any Intellectual Property rights of others by the Company or its subsidiaries; and there is no act (or lack thereof) by the Company or its subsidiaries which would reasonably be expected to render any Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries (such Intellectual Property, the “Company Intellectual Property”) invalid or unenforceable, and which would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim regarding the subject matter of the foregoing sentence. (A) The Company and its Subsidiaries ownIntellectual Property is valid, or have obtained valid subsisting and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened threatened, action, suit, proceeding or claim against the Company or its subsidiaries or the Company Intellectual Property, as applicable, by others any third party challenging their rights in, or the validity, ownership, registrability, enforceability or scope of, any Company Intellectual Property. To the knowledge of the Company’s rights in , there is no infringement, misappropriation, or to other violation of any intellectual property rights; (D) Company Intellectual Property by third parties and there is no pending or, to the Company’s knowledge, currently or threatened action, suit, suit proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon subsidiaries against a third party regarding the commercialization of any product or service described in the Registration Statement or the General Disclosure Package foregoing. (if any1) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the The Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or its subsidiaries, (2) neither the Company nor any of its Subsidiariessubsidiaries has received any written notice alleging any such noncompliance and are unaware of any facts which would form a reasonable basis for any such claim, and (3) all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except as would not in each case covered by clauses (B1) – to (G) such as would not3), if determined adversely to the Company or any of its Subsidiaries, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. All registered Company Intellectual Property owned by the Company or its subsidiaries and to the Company’s knowledge, all registered Company Intellectual Property licensed by the Company or its subsidiaries has been duly maintained and is in full force and effect and there are no material defects in, including in connection with the filing and prosecution of, any of the Company Intellectual Property. Each Person who is or was or expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company or its subsidiaries has executed a valid written agreement effectively assigning to the Company or its subsidiaries such Person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company or its subsidiaries is in or has ever been in violation of any term of any agreement or covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual Property used in connection with the business of the Company or its subsidiaries. To the knowledge of the Company, the confidentiality of its trade secrets and confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements, except as would not with any such compromise, disclosure, or access, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, no university, military, educational institution, research center, Governmental Entity or other organization has funded, contributed to or sponsored research and development conducted in connection with the business of the Company or its subsidiaries that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company or its subsidiaries to enforce, license or exclude others from using any Company Intellectual Property.
Appears in 1 contract
Samples: Equity Offeringsm Sales Agreement (Mineralys Therapeutics, Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiary own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them the Final Prospectuses or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted, and as described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Final Prospectuses; (B) neither the Company nor its subsidiary has received any notice or is otherwise aware of any material infringement of any Intellectual Property or of any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company or of its subsidiary therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will would reasonably be expected to be able to establish rights to any intellectual property rightsIntellectual Property of the Company or its subsidiary, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and Intellectual Property that the General Disclosure Package and the Final Prospectuses disclose is licensed to the CompanyCompany or its subsidiary; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or its subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentor the Final Prospectuses, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiary have complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; and (G) , and, to the knowledge of the Company, to its knowledgeno event or condition has occurred or, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company knowledge of the Company, exists that gives or, with notice or passage of time or both, would give any of its Subsidiaries, individually person or in entity the aggregate, have a Material Adverse Effectright to terminate any such agreement.
Appears in 1 contract
Samples: Underwriting Agreement (IMV Inc.)
Possession of Intellectual Property. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (Ai) The each of the Company and its Subsidiaries ownthe Subsidiary owns or has adequate rights (or believes it can obtain adequate rights on reasonable terms) to use all trademarks, or have obtained valid and enforceable licenses fortrademark applications, or other rights to usetrade names, the inventionsdomain names, patents, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service namespatent rights, copyrights, trade secretstechnology, know-how, confidential information trade secrets, service marks, trade dress rights, and other intellectual property, rights to inventions property and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) rights (collectively, “intellectual property rightsIntellectual Property”); (B) there are no third parties who and has such other licenses, approvals, permits, and governmental authorizations with respect to such Intellectual Property, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except for the absence of rights to Intellectual Property that would not reasonably be expected to have ora Material Adverse Effect, and, to the Company’s knowledge, will be able to establish rights to any intellectual property rightsnone of the Intellectual Property of the Company or the Subsidiary is invalid or unenforceable, except forwhere such invalidity or unenforceability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and to the extent of, the ownership rights all material patent applications of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) Company and the General Disclosure Package disclose is licensed Subsidiary have been properly filed and, to the Company; ’s knowledge, prosecuted in accordance with all applicable laws, (Cii) the Company has no knowledge that the conduct of its or the Subsidiary’s business, as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the Intellectual Property of any third party which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iii) the Company is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or controlled by any third party, of or with the Company’s or the Subsidiary’s Intellectual Property, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (iv) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding proceeding, or other claim by others challenging against the Company’s rights in Company or to any intellectual property rights; (D) there is no pending the Subsidiary or, to the Company’s knowledge, currently threatened actionany employee of the Company or the Subsidiary, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to asserting that the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentSubsidiary’s Intellectual Property infringes third party Intellectual Property, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiarieswhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (v) neither the Company nor the Subsidiary have received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company or the Subsidiary, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company’s and the Subsidiary’s Intellectual Property is free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest whether imposed by agreement, contract, understanding, law or equity, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks can acquire on reasonable terms all Intellectual Property (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if anyas defined below) as being owned or licensed by them or which are necessary for the conduct of their respective the businesses of the Company and its subsidiaries as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and Statement, the General Disclosure Package and the Prospectus as now conducted, and (if anyi) as under development) (collectivelyto the Company’s knowledge there is no infringement, “intellectual property rights”)misappropriation or violation by third parties of any such Intellectual Property; (Bii) there are is no third parties who have pending or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsthreatened action, except forsuit, and to proceeding or claim by others challenging the extent of, the ownership rights of the owners Company or any of its subsidiaries in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and its subsidiaries and, to the knowledge of the intellectual property rights which Company, the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is Intellectual Property licensed to the Company; (C) Company or any of its subsidiaries have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights validity or scope of any such Intellectual Property, and except as described in the Registration Statement, the General Disclosure Package or to the Prospectus the Company is unaware of any intellectual property rightsfacts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope knowledge of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiaries infringes, misappropriates or otherwise violatesviolates any Intellectual Property or other proprietary rights of others, or would, upon neither the commercialization Company nor any of its subsidiaries has received any written notice of such claim in the past three years and neither the Company nor any of its subsidiaries is aware of any product or service other facts which would form a reasonable basis for any such claim, except as described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus; and (if anyv) as under developmentto the Company’s knowledge, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information no employee of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiariessubsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, and patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or such subsidiary, or actions undertaken by the employee while employed with the Company or such subsidiary. The term “Intellectual Property” as used herein means all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks trade and service marks, except in each case covered by clauses (B) – (G) such as would nottrade and service xxxx registrations, if determined adversely to the Company or any of its Subsidiariestrade names, individually or in the aggregatecopyrights, have a Material Adverse Effectlicenses, inventions, trade secrets, proprietary technology and proprietary know-how.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownsubsidiaries own or possess, or have obtained valid and enforceable licenses forcan acquire on reasonable terms, or other rights to use, the inventionsadequate patents, patent applicationsrights, patentslicenses, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses), trademarks, service marks, trade names or other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof necessary to inventions and proprietary information described in carry on the Registration Statement and the General Disclosure Package (if any) as being owned or licensed business now operated by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “Intellectual Property”), except where the failure to own or possess such rights or to acquire them are not reasonably expected to have, singularly or in the aggregate, a Material Adverse Effect. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, to the knowledge of the Company neither the Company nor its subsidiaries have infringed or otherwise violated any intellectual property rights”); (B) there are rights of any third person or have breached any contract in connection with which any Intellectual Property of the Company is provided to the Company and its ssubsidiaries and no third parties who have orperson has asserted, or to the Company’s knowledgeknowledge threatened to assert, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that against the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package that (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (Fi) the Company and or any of its Subsidiaries have complied with the terms of each agreement pursuant to which has infringed or otherwise violated any intellectual property rights have been licensed to of any third person, or (ii) the Company or any of its Subsidiaries is in breach or default of any contract under which any Company Intellectual Property is provided. To the Company’s knowledge, except for nonmaterial instances, no third party is infringing or otherwise violating any of the Company Intellectual Property owned by the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company and its subsidiaries own or have valid license to the patents and patent applications, copyrights, trademark applications and registrations, know-how (Aincluding trade secrets and other unpatented and/or unpatentable confidential information) and/or other intellectual property (collectively, “Intellectual Property”) used in or reasonably necessary to the conduct of their business as now conducted as described in the Registration Statement, the General Disclosure Package, and the Prospectus. The Company and its Subsidiaries ownsubsidiaries have not received any written notice of any infringement, violation, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, knowmisappropriation of third-how, confidential information and other party intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding proceeding, or claim by others challenging regarding any such infringement, violation, or misappropriation. To the Company’s rights knowledge, the operation of the business of the Company as now conducted as described in the Registration Statement, the General Disclosure Package, and the Prospectus does not infringe, misappropriate, or to any otherwise violate the intellectual property rights; rights of any third party. The Company and its subsidiaries have not received any written notice challenging the validity, enforceability, or scope of any Intellectual Property owned by the Company or any of its subsidiaries (D) “Company Intellectual Property”). Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, to the knowledge of the Company, all material Company Intellectual Property is valid and enforceable. The Company and its subsidiaries are unaware of any facts or circumstances that would reasonably be expected to render any of the Company Intellectual Property invalid or unenforceable. To the knowledge of the Company, there is no infringement, misappropriation, or other violation of the Company Intellectual Property, and there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding proceeding, or claim by others any third party challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violatessubsidiaries’ rights in, or wouldthe validity, upon the commercialization of ownership, registrability, enforceability, or scope of, any product or service described such Company Intellectual Property. Except as otherwise may be disclosed in the Registration Statement or Statement, the General Disclosure Package Package, and the Prospectus, (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F1) the Company and its Subsidiaries have complied subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or its subsidiaries, (2) the Company and its subsidiaries have not received any unresolved written notice alleging any such noncompliance and are unaware of its Subsidiariesany facts or circumstances which would form a reasonable basis for any such claim, and (3) all such agreements are in full force and effect; . All material Company Intellectual Property have been duly maintained, and (G) the Company is unaware of any material defects in, including in connection with the filing and prosecution of, any of the material Company Intellectual Property. Each employee of the Company, or any of its subsidiaries, expected to its knowledge, be involved in inventive activities for or on behalf of the Company or such subsidiaries has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely signed agreements containing invention assignment obligations effectively assigning to the Company or any of its Subsidiariessubsidiaries all of such person’s rights in and to such inventive activity (including any Intellectual Property). The Company and its subsidiaries have taken reasonable steps to maintain and protect the confidentiality of material, individually confidential information used in connection with the business of the Company and its subsidiaries. To the knowledge of the Company, the confidentiality of such material, confidential information has not been compromised, disclosed to, or in the aggregateaccessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, have a Material Adverse Effectmilitary, educational institution, research center, Governmental Authority, or other organization has any claim of right to, ownership of or other lien on any Company Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to useCompany, the inventionsOperating Partnership and their respective subsidiaries have access to adequate patents, patent applicationsrights, patentslicenses, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual propertyproperty (collectively, the “Intellectual Property”) necessary to carry on the business now operated by them, and none of the Company, the Operating Partnership or any of their respective subsidiaries have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to inventions any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any of their respective subsidiaries therein, and proprietary information which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. (xxx) No Acquisitions or Dispositions. (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company, the Operating Partnership or their respective subsidiaries of interests in assets or real property that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the General Disclosure Package (if any) as being owned Prospectus, none of the Company, the Operating Partnership or licensed by them or which are necessary for the conduct any of their respective businesses as currently conducted, subsidiaries or presently employed by them Predecessor Entities (including or subsidiary thereof) has sold any real property to a third party during the commercialization of products or services described in the Registration Statement and the General Disclosure Package immediately preceding twelve (if any12) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.calendar
Appears in 1 contract
Samples: Physicians Realty L.P.
Possession of Intellectual Property. Except as disclosed in or specifically contemplated by the General Disclosure Package, (Ai) The each of the Company and its Subsidiaries ownSubsidiary owns or has adequate rights (or believes it can obtain adequate rights on reasonable terms) to use all trademarks, or have obtained valid and enforceable licenses fortrademark applications, or other rights to usetrade names, the inventionsdomain names, patents, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service namespatent rights, copyrights, trade secretstechnology, know-how, confidential information trade secrets, service marks, trade dress rights, and other intellectual property, rights to inventions property and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) rights (collectively, “intellectual property rightsIntellectual Property”); (B) there are no third parties who and has such other licenses, approvals, permits, and governmental authorizations, in each case sufficient to conduct its business as now conducted and as now proposed to be conducted, except for the absence of non-U.S. rights to Intellectual Property that would not have ora Material Adverse Effect, and, to each of the CompanyCompany and its Subsidiary’s knowledge, will be able to establish rights to any intellectual property rights, except fornone of the Intellectual Property of the Company or its Subsidiary is invalid or unenforceable, and all patent applications of the Company and its Subsidiary have been properly filed and, to each of the extent ofCompany and its Subsidiary’s knowledge, prosecuted in accordance with all applicable laws, (ii) each of the Company and its Subsidiary has no knowledge that the conduct of its business as now conducted, and as now proposed to be conducted, will infringe, misappropriate, conflict, or otherwise interfere with, the ownership rights Intellectual Property of any third party, (iii) each of the owners Company and its Subsidiary is not aware of any infringement, misappropriation, conflict or violation by Intellectual Property owned or controlled by any third party, of or with the intellectual property rights which the Registration Statement Company or its Subsidiary’s Intellectual Property, (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (Civ) there is no pending or, to the Company’s knowledgeknowledge of the Company or its Subsidiary, currently threatened action, suit, proceeding proceeding, or other claim by others challenging against the Company’s rights in Company or to any intellectual property rights; (D) there is no pending its Subsidiary or, to the Companyknowledge of the Company or its Subsidiary, any employee of the Company or its Subsidiary, asserting that the Company or its Subsidiary’s knowledgeIntellectual Property infringes third party Intellectual Property, currently threatened action, suit, proceeding and (v) the Company or claim by others its Subsidiary has not received any written notice of infringement with respect to any patent or any written notice challenging the validity, scope or enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Intellectual Property owned by or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws Subsidiary. Except as disclosed in the preparation and prosecution of their patentsGeneral Disclosure Package, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company and its Subsidiary’s Intellectual Property is free and clear of any pledge, lien, security interest, encumbrance, claim or any of its Subsidiariesequitable interest whether imposed by agreement, contract, understanding, law or equity, which individually or in the aggregate, have aggregate would reasonably be expected to result in a Material Adverse EffectEffect on the Company or its Subsidiary’s financial condition, operations or assets taken as a whole.
Appears in 1 contract
Samples: Placement Agency Agreement (Chelsea Therapeutics International, Ltd.)
Possession of Intellectual Property. (A) The To the Company’s knowledge, the Company and its Subsidiaries own, subsidiaries own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the use or can acquire on commercially reasonable terms all inventions, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service domain names, copyrights, trade secretslicenses, technology, know-how, confidential information trade secrets and other intellectual property, rights to inventions property and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them procedures (including all goodwill associated with, and all registrations and applications for registration of, the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under developmentforegoing) (collectively, “intellectual property rightsIntellectual Property”); (B) there are no third parties who have or, material to the conduct of its businesses as currently conducted. To the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights conduct of the owners business of the intellectual property rights which Company and its subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of others. Except as would not, individually or in the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed aggregate, reasonably be expected to the Company; (C) have a Material Adverse Effect, there is no currently pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others (i) challenging the Company’s or any of its subsidiary’s rights in or to to, any intellectual property rightsof the Intellectual Property owned by the Company or any subsidiary of the Company; (Dii) there alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property registered by the Company or any of its subsidiaries, other than office actions received in the ordinary course of prosecuting and maintaining such Intellectual Property, and in the case of each of (i), (ii) and (iii), the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or which would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, result in a Material Adverse Effect. To the Company’s knowledge and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) all finally issued registered Intellectual Property that is owned by the Company or any of its subsidiaries is not invalid or unenforceable, and (y) all registered Intellectual Property owned by the Company or a subsidiary of the Company, is owned free and clear of all third-party liens.
Appears in 1 contract
Samples: Purchase Agreement (Harmonic Inc)
Possession of Intellectual Property. (A) The Company Partnership Entities own and its Subsidiaries own, possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus; except as under development) (collectivelyset forth on Schedule 1 hereto, “intellectual property rights”)none of the Partnership Entities has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Partnership Entities therein; (B) except as set forth on Schedule 1 hereto, there are no third parties who have or, to the Company’s knowledgeknowledge of the Partnership, will be able to establish rights to any intellectual property rightsIntellectual Property of the Partnership Entities, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyPartnership Entities; (C) except as set forth on Schedule 1 hereto, there is no pending or, to the Company’s knowledgeknowledge of the Partnership, currently threatened action, suit, proceeding or claim by others challenging the Company’s Partnership Entities’ rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries the Partnership Entities infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Partnership is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries Partnership Entities have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its SubsidiariesPartnership Entities, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Companyissued or pending claims of any such Intellectual Property of the Partnership Entities or that challenges the validity, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution enforceability or scope of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)
Possession of Intellectual Property. (A) The Except as disclosed in the Registration Statement and the Time of Sale Disclosure Package, each of the Company and its Subsidiaries own, subsidiaries owns or have has obtained valid and enforceable licenses for, or other rights otherwise has the right to useuse or possess sufficient software, the inventionsdatabases, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described the conduct of the business now conducted or proposed in the Registration Statement and the General Time of Sale Disclosure Package (if any) to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and the General Time of Sale Disclosure Package (if anyi) as under development) (collectivelyto the knowledge of the Company and its subsidiaries, “intellectual property rights”); (B) there are no rights of third parties who have orto any of the Intellectual Property Rights owned by the Company or its subsidiaries, as applicable; (ii) to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights knowledge of the owners Company and its subsidiaries, there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the intellectual property rights which foregoing, by the Registration Statement (excluding Company or any of its subsidiaries or third parties of any of the exhibits thereto) and Intellectual Property Rights of the General Disclosure Package disclose is licensed to the CompanyCompany or its subsidiaries; (Ciii) there is no pending or, to the Company’s knowledgeknowledge of the Company and its subsidiaries, currently threatened action, suit, proceeding or claim by others challenging the Company’s Company or any of its subsidiaries rights in or to to, or the violation of any intellectual property rightsof the terms of any of their Intellectual Property Rights, and neither the Company nor any of its subsidiaries are aware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the Company’s knowledgeknowledge of the Company or its subsidiaries, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and none of the Company or its subsidiaries is aware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the Company’s knowledgeknowledge of the Company or its subsidiaries, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiaries infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and neither the commercialization Company nor any of its subsidiaries is aware of any product or service described in other fact which would form a reasonable basis for any such claim; and (vi) none of the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to Intellectual Property Rights used by the Company or any of its Subsidiaries, and all subsidiaries in their respective businesses has been obtained or is being used by the Company or such agreements are subsidiary in full force and effect; and (G) violation of any contractual obligation binding on the Company, to Company or any of its knowledge, has complied with all applicable U.S. laws subsidiaries in violation of the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (Bi) – (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights, including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and its subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its subsidiaries.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Prospectus; (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, enforceability or scope of any such Intellectual Property, except, in each case with respect to this Section 1(a)(17), such failures, allegations, actions, proceedings, violations, infringements, or other circumstances as would not reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (Ai) The Company members of the Husky Group own with good and its Subsidiaries ownvalid title thereto, free and clear of all Encumbrances, or have obtained valid the full right or license to use, and enforceable licenses for, or other rights to continue to use, the inventionsIntellectual Property Rights owned by, patent applicationslicensed to, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information described or used by any of them in the Registration Statement and the General Disclosure Package (if any) as being owned operation, conduct or licensed by them or which are necessary for the conduct maintenance of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement manner presently and the General Disclosure Package (if any) as under development) historically operated, conducted and maintained (collectively, “intellectual property rights”the "Husky Group IP"); (ii) the Husky Group IP is sufficient for each member of the Husky Group to operate, conduct and maintain its respective business in the manner presently and historically operated, conducted and maintained; (iii) neither the operation, conduct or maintenance by any member of the Husky Group of its respective business in the manner presently and historically operated, conducted and maintained, nor the use by any member of the Husky Group of any Husky Group IP in respect thereto infringes, misappropriates, misuses or violates the Intellectual Property Rights or any other rights of any third party, or breaches any duty or obligation owed to any third party; (iv) no member of the Husky Group has received any notice, complaint, threat or claim alleging: (A) the infringement, misappropriation, misuse or violation of any Intellectual Property Right or other right of any third party or breach of any duty or obligation owed to any third party; or (B) there are no third parties who have that a member of the Husky Group does not own any Husky Group IP or, to in the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights case of the owners of the intellectual property rights Husky Group IP which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to a member of the CompanyHusky Group, that such member does not have the right to use such Intellectual Property Rights in connection with the operation, conduct and maintenance of its business in the manner presently and historically operated, conducted and maintained; (Cv) there is no pending oreach member of the Husky Group has used and continues to use reasonable commercial efforts (including measures to protect secrecy and confidentiality, where appropriate) to protect the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rightsHusky Group IP; (Dvi) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding entering into of this Agreement will not trigger any material change of control payments or claim by others challenging the validity, enforceability or scope of fees under any intellectual property rightsseismic license agreements; (Evii) there is no pending orthe Information Technology owned, to licensed, leased or used by any member of the Company’s knowledgeHusky Group (collectively, currently threatened actionthe "Husky Group IT") meets or exceeds industry standards, suitand adequately satisfies the data processing and other computing needs of the respective businesses and operations of each member of the Husky Group as presently and historically operated, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered conducted and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of othersmaintained; (Fviii) each member of the Company Husky Group: (A) has and its Subsidiaries have complied with continues to use reasonable commercial efforts to protect the terms security and integrity of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, Husky Group IT and all such agreements are in full force and effectthe information thereon; and (Gb) the Companyhas adopted administrative, procedural, physical and technological safeguards (including disaster recovery and business continuity plans), which are consistent with or exceed current industry standards, to its knowledge, has complied with all applicable U.S. laws in adequately and properly ensure the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any protection of its Subsidiariesrespective business; and (ix) each member of the Husky Group has collected, individually or used, disclosed, stored, and otherwise processed all Personal Information under its custody and control materially in the aggregate, have a Material Adverse Effectaccordance with applicable data protection and privacy Laws.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, or have obtained valid and enforceable licenses fora license to, or other rights to use, the inventionsall patents, patent applications, patentspatent rights, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, trademark registrations, service namesxxxx registrations, copyrightsdomain names and other source indicators, trade secretscopyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, rights to inventions industrial property and proprietary information rights (collectively, “Intellectual Property”) currently used in the conduct of its business, free and clear of all Liens, security interests or encumbrances and such Intellectual Property is subsisting and unexpired, and to the knowledge of the Company, valid, enforceable, and free of material defects; (ii) the Company’s conduct of its business does not infringe, misappropriate or otherwise violate any Intellectual Property or contractual rights of any person; (iii) the Company has not received any written notice of any claim relating to Intellectual Property; (iv) to the knowledge of the Company, the Intellectual Property of the Company is not being infringed, misappropriated or otherwise violated by any person; (v) except as described in the Registration Statement Statement, the Time of Sale Information and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conductedProspectus, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have orActions pending, or to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights knowledge of the owners of Company, threatened against the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed Company relating to the CompanyIntellectual Property; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (Fvi) the Company and its Subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or any of its SubsidiariesCompany, and as applicable, and, to the Company’s knowledge, all such agreements are in full force and effect; and (Gvii) the Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property and to require all of its employees and contractors (A) with access to trade secrets and confidential information to execute non-disclosure and confidentiality agreements with the Company, to its knowledge, has complied with all as applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would notwho have been involved in the creation, if determined adversely invention or development of material Intellectual Property for or on behalf of the Company to assign in writing to the Company or any all of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effecttheir rights therein.
Appears in 1 contract
Samples: Checkmate Pharmaceuticals, Inc.
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, the Controlled Entities own or have obtained valid and enforceable licenses for, possess or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightsservice marks, licenses, approvals, trade secrets, databases, logos, designs, proprietary processes, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof and unpatented and unpatentable proprietary or confidential information, inventions, systems and procedures (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information the conduct of the business now conducted or proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Final Prospectus, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and the Statement, General Disclosure Package and the Final Prospectus and to the best knowledge of the Company after due inquiry, (if anyA) as under development) (collectively, “intellectual property rights”)there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or the Controlled Entities; (B) there are is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, the Controlled Entities or third parties who have or, to the Company’s knowledge, will be able to establish rights to of any intellectual property rights, except for, and to the extent of, the ownership rights of the owners Intellectual Property Rights of the intellectual property rights which Company or the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the CompanyControlled Entities; (C) there is no material pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no material pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no material pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others, and neither the Company nor any of the Controlled Entities has received any letter, notice or warning (whether written or unwritten) from others alleging, that the Company or any of its Subsidiaries infringes Controlled Entity infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, other fact which would form a reasonable basis for any invention, patent application, patent, trademark (both registered such claim; and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) none of the Intellectual Property Rights used by the Company and its Subsidiaries have complied with or the terms Controlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual obligation binding on the Company or any of its Subsidiariesthe Controlled Entities or in violation of the rights of any persons; (i) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (ii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (iii) the Company and the Controlled Entities are not in breach of, and have complied in all such agreements are in full force and effectmaterial respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (Giv) the Company, to its knowledge, has complied business of the Company and the Controlled Entities are conducted in compliance with all the applicable U.S. intellectual property laws and regulations in the preparation PRC and prosecution of their patents, patent applications, trademarks and service marks, except all other applicable jurisdictions in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectall material respects.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade marks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Prospectus; (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which Intellectual Property that the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownowns or possesses, or have obtained has a valid license to, all patents and enforceable licenses for, or other rights to use, the inventions, patent applications, patentspatent rights, adequate trademarks (both statutory invention rights, invention disclosures, design rights, rights in utility models and industrial designs, inventions, registered and unregisteredunregistered copyrights (including copyrights in software), rights in technology and software, data, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), Internet domain names, trademarks, service marks, business names, trade names, service nameslogos, copyrightsslogans, trade secretsdress and any other designations of source or origin, know-howand any applications (including provisional applications), confidential information and other intellectual propertyregistrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, rights to inventions publicity and proprietary information privacy, and/or other intellectual property (collectively, “Intellectual Property”) used in or reasonably necessary to carry on the business now operated by the Company and as proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned and the Prospectus, provided that the foregoing representation shall not be deemed a representation of no infringement, misappropriation or licensed by them other violation of or which are necessary for conflict with any Intellectual Property rights of others. The Company has not received any notice of any claim of infringement, violation or misappropriation of third-party Intellectual Property; to the conduct knowledge of their respective businesses as currently conductedthe Company, there is no infringement, misappropriation, or presently employed other violation of or conflict with any Intellectual Property rights of others by them the Company; and there is no act (including or lack thereof) by the commercialization of products Company which would reasonably be expected to render any Intellectual Property owned by or services described exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”) invalid or unenforceable, and which would, singly or in the Registration Statement and the General Disclosure Package (if any) as under development) (collectivelyaggregate, “intellectual property rights”); (B) there are reasonably be expected to result in a Material Adverse Effect. There is no third parties who have pending or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights knowledge of the owners Company, threatened action, suit, proceeding or claim regarding the subject matter of the intellectual property rights which the Registration Statement foregoing sentence. (excluding the exhibits theretoa) The Company Intellectual Property is valid, subsisting and the General Disclosure Package disclose is licensed to the Company; enforceable and (Cb) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened threatened, action, suit, proceeding or claim against the Company or the Company Intellectual Property, as applicable, by others any third party challenging the Company’s rights in in, or to the validity, ownership, registrability, enforceability or scope of, any intellectual property rights; (D) Company Intellectual Property. To the knowledge of the Company, there is no infringement, misappropriation, or other violation of any Company Intellectual Property by third parties and there is no pending or, to the Company’s knowledge, currently or threatened action, suit, suit proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon against a third party regarding the commercialization of any product or service described in the Registration Statement or the General Disclosure Package foregoing. (if any1) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the The Company and its Subsidiaries have has complied with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company, (2) the Company or has not received any written notice alleging any such noncompliance and is unaware of its Subsidiaries, any facts which would form a reasonable basis for any such claim and (3) all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except as would not in each case covered by clauses (B1) – to (G) such as would not3), if determined adversely to the Company or any of its Subsidiaries, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. All registered Company Intellectual Property owned by Company and to the Company’s knowledge, all registered Company Intellectual Property licensed by Company has been duly maintained and is in full force and effect and there are no material defects in, including in connection with the filing and prosecution of, any of the Company Intellectual Property. Each Person who is or was or expected to be involved in the creation or development of any Intellectual Property for or on behalf of the Company has executed a valid written agreement effectively assigning to the Company such Person’s rights in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company is in or has ever been in violation of any term of any agreement or covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or actions undertaken by the employee while employed with the Company, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has taken all reasonable steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual Property used in connection with the business of the Company. To the knowledge of the Company, the confidentiality of its trade secrets and confidential Intellectual Property has not been compromised or disclosed to or accessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements, except as would not with any such compromise, disclosure, or access, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, no university, military, educational institution, research center, Governmental Entity or other organization has funded, contributed to or sponsored research and development conducted in connection with the business of the Company that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the proprietary nature of any Company Intellectual Property or restrict the ability of the Company to enforce, license or exclude others from using any Company Intellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Mineralys Therapeutics, Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownowns or possesses, or have obtained can acquire on commercially reasonable terms, valid and enforceable licenses for, or other rights to use, the use all inventions, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service trade dress, domain names, goodwill associated with the foregoing, copyrights, trade secrets, know-how, confidential information trade secrets and other intellectual propertyunpatented and/or unpatentable proprietary or confidential information, rights to inventions systems or procedures (including all registrations and proprietary information described applications for registration of the foregoing, as applicable) (collectively, “Intellectual Property”) used in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to . To the Company’s knowledge, will be able to establish rights to the conduct of the Company’s business has not infringed, misappropriated or otherwise violated any intellectual property rights, except for, and to the extent of, the ownership Intellectual Property rights of the owners of the intellectual property rights which others in any material respect. Except as described in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose is licensed to and the Company; (C) Prospectus, or as could not, individually or in the aggregate, result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, currently threatened threatened, action, suit, proceeding or claim by others challenging (i) that the Company’s rights in Company infringes, misappropriates or to any intellectual property rights; otherwise violates the Intellectual Property of others, or (Dii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability enforceability, scope or scope ownership of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Intellectual Property owned by or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any the Company’s rights therein. To the knowledge of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to its knowledgethe Company in any material respect. The Company is not aware of any specific facts that would support a finding that any of the Intellectual Property owned by or licensed to the Company is invalid or unenforceable and, has complied with to the knowledge of the Company, all applicable U.S. laws in the preparation such Intellectual Property is valid and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses enforceable. (B) – (G) such as would not, if determined adversely The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property the value of which to the Company is contingent upon maintaining the confidentiality thereof, and no such Intellectual Property has been disclosed other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company, all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, key employees and any other employees involved in the development of Intellectual Property for the Company have signed confidentiality and invention assignment agreements with the Company pursuant to which the Company either (i) has obtained ownership of and is the exclusive owner of, or any (ii) has obtained a valid and unrestricted right to exploit, sufficient for the conduct of its Subsidiariesbusiness, individually or in the aggregate, have a Material Adverse Effectsuch Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, owns or have obtained valid and enforceable licenses for, or other rights to use, the inventionspossesses adequate patents, patent applicationsrights, patentslicenses, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-howhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, confidential information and systems or procedures), trademarks, service marks, trade names or other intellectual property, rights to inventions and proprietary information including, without limitation, all of the intellectual property described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus as being owned or licensed by them the Company (collectively, “Intellectual Property”), necessary to carry on the business now operated by it. Except as set forth or which are necessary for incorporated by reference in the conduct Registration Statement, the General Disclosure Package and the Prospectus (exclusive of their respective businesses as currently conductedany amendments thereto after the date hereof), no valid U.S. patent is, or presently employed to the knowledge of the Company would be, infringed by them (including the commercialization activities of products the Company in the manufacture, use, offer for sale or services sale of any product or component thereof as described in the Registration Statement and Statement, the General Disclosure Package and the Prospectus. The patent applications (if anythe “Patent Applications”) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights filed by or on behalf of the owners of the intellectual property rights which Company described in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose and the Prospectus have been properly prepared and filed on behalf of the Company; except as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendments thereto after the date hereof) each of the Patent Applications and patents (the “Patents”) described in the Registration Statement, the General Disclosure Package and the Prospectus is assigned or licensed to the Company; (C) there is no pending or, to the Company’s knowledgeand, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described except as set forth in the Registration Statement or Statement, the General Disclosure Package and the Prospectus (if any) as under development, infringe or violate, exclusive of any invention, patent application, patent, trademark (both registered and unregisteredamendments thereto after the date hereof), trade nameto the knowledge of the Company, service nameno other entity or individual has any right or claim in any Patent, copyrightPatent Application or any patent to be issued therefrom and each of the Patent Applications discloses potentially patentable subject matter. There are no actions, trade secret, know-how, confidential information suits or other intellectual property, rights judicial proceedings pending relating to inventions patents or proprietary information of others; (F) to which the Company and its Subsidiaries have complied with the terms is a party or of each agreement pursuant to which intellectual any property rights have been licensed to of the Company is subject and the Company has not received any notice and is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of its Subsidiariesany facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company therein, and all such agreements are in full force and effect; and which infringement or conflict (Gif the subject of any unfavorable decision, ruling or finding) the Companyor invalidity or inadequacy, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually singly or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company and its subsidiaries own or have valid license to the patents and patent applications, copyrights, trademark applications and registrations, know-how (Aincluding trade secrets and other unpatented and/or unpatentable confidential information) and/or other intellectual property (collectively, “Intellectual Property”) used in or reasonably necessary to the conduct of their business as now conducted as described in the Registration Statement, the General Disclosure Package, and the Prospectus. The Company and its Subsidiaries ownsubsidiaries have not received any written notice of any infringement, violation, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, knowmisappropriation of third-how, confidential information and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except forparty Intellectual Property, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding proceeding, or claim by others regarding any such infringement, violation, or misappropriation. To the knowledge of the Company, the operation of the business of the Company as now conducted as described in the Registration Statement, the General Disclosure Package, and the Prospectus does not infringe, misappropriate, or otherwise violate the Intellectual Property rights of any third party. The Company and its subsidiaries have not received any written notice challenging the validity, enforceability, or scope of any Intellectual Property owned by the Company or any of its subsidiaries (“Company Intellectual Property”). Except as otherwise may be disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, to the knowledge of the Company’s rights in , all material Company Intellectual Property is valid and enforceable. The Company and its subsidiaries are unaware of any facts or circumstances that would reasonably be expected to render any intellectual property rights; (D) of the Company Intellectual Property invalid or unenforceable. To the knowledge of the Company, there is no infringement, misappropriation, or other violation of the Company Intellectual Property, and there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding proceeding, or claim by others any third party challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violatessubsidiaries’ rights in, or wouldthe validity, upon the commercialization of ownership, registrability, enforceability, or scope of, any product or service described such Company Intellectual Property. Except as otherwise may be disclosed in the Registration Statement or Statement, the General Disclosure Package Package, and the Prospectus, (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F1) the Company and its Subsidiaries have complied subsidiaries are in compliance in all material respects with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or its subsidiaries, (2) the Company and its subsidiaries have not received any unresolved written notice alleging any such noncompliance and are unaware of its Subsidiariesany facts or circumstances which would form a reasonable basis for any such claim, and (3) all such agreements are in full force and effect; . All material Company Intellectual Property has been duly maintained, and (G) the Company is unaware of any material defects in, including in connection with the filing and prosecution of, any of the material Company Intellectual Property. Each employee of the Company, or any of its subsidiaries, expected to its knowledge, be involved in inventive activities for or on behalf of the Company or such subsidiaries has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely signed agreements containing invention assignment obligations effectively assigning to the Company or any of its Subsidiariessubsidiaries all of such person’s rights in and to such inventive activity (including any Intellectual Property). The Company and its subsidiaries have taken reasonable steps to maintain and protect the confidentiality of material, individually confidential information used in connection with the business of the Company and its subsidiaries. To the knowledge of the Company, the confidentiality of such material, confidential information has not been compromised, disclosed to, or in the aggregateaccessed by any third party except pursuant to appropriate nondisclosure and confidentiality agreements. No university, have a Material Adverse Effectmilitary, educational institution, research center, Governmental Authority, or other organization has any claim of right to, ownership of or other lien on any Company Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. Except as described in the Prospectus, or except as would not, individually or in the aggregate, result in a Material Adverse Effect, (A) The the Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and or the General Disclosure Package (if any) as being owned Prospectus, or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectivelyProspectus, “intellectual property rights”); (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package Prospectus disclose is licensed to the Company; Company or any of its subsidiaries, (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentProspectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others; , and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, (FD) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; , and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement and (GE) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 1 contract
Samples: Equity Distribution Agreement (Northwest Natural Holding Co)
Possession of Intellectual Property. (A) The To the Company’s knowledge, the Company and its Subsidiaries own, subsidiaries own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the use or can acquire on commercially reasonable terms all inventions, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service domain names, copyrights, trade secretslicenses, technology, know-how, confidential information trade secrets and other intellectual property, rights to inventions property and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them procedures (including all goodwill associated with, and all registrations and applications for registration of, the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under developmentforegoing) (collectively, “intellectual property rightsIntellectual Property”); (B) there are no third parties who have or, material to the conduct of its businesses as currently conducted. To the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights conduct of the owners business of the intellectual property rights which Company and its subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of others. Except as would not, individually or in the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed aggregate, reasonably be expected to the Company; (C) have a Material Adverse Effect, there is no currently pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others (i) challenging the Company’s or any of its subsidiary’s rights in or to to, any intellectual property rightsof the Intellectual Property owned by the Company or any subsidiary of the Company; (Dii) there alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property registered by the Company or any of its subsidiaries, other than office actions received in the ordinary course of prosecuting and maintaining such Intellectual Property, and in the case of each of (i), (ii) and (iii), the Company is no pending or, to the Company’s knowledge, currently threatened unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or which would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, result in a Material Adverse Effect. To the Company’s knowledge and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) all finally issued registered Intellectual Property that is owned by the Company or any of its subsidiaries is not invalid or unenforceable, and (y) all registered Intellectual Property owned by the Company or a subsidiary of the Company is owned free and clear of all third-party liens.
Appears in 1 contract
Samples: Purchase Agreement (Harmonic Inc)
Possession of Intellectual Property. (A) The Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its Subsidiaries subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or other rights to use, the inventionsuse all patents, patent applications, patentstrade and service marks, adequate trademarks (both registered trade and unregistered)service mark registrations, trade names, service namescopyrights, copyrightslicenses, inventions, trade secrets, technology, know-how, confidential information how and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are property necessary for the conduct of their respective businesses the Company’s business as currently conducted, now conducted or presently employed by them (including the commercialization of products or services described as proposed in the Registration Statement and the General Statement, Disclosure Package (if any) as under development) and Prospectus to be conducted (collectively, the “intellectual property rightsCompany Intellectual Property”); (B) there are no third parties who have or, and, to the Company’s knowledge, will be able to establish the patents, trademarks, and copyrights included within the Company Intellectual Property are valid, enforceable, and subsisting. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus: (a) there are no rights of third parties to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement such Company Intellectual Property; (excluding the exhibits theretob) and the General Disclosure Package disclose is licensed to the Company’s knowledge, there is no material infringement by third parties of any such Company Intellectual Property; (Cc) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rightssuch Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dd) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability validity or scope of any intellectual property rightssuch Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ee) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of violates any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service nametrademark, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others; (F) , and the Company and its Subsidiaries have complied with the terms is unaware of each agreement pursuant to any other fact which intellectual property rights have been licensed to the Company or would form a reasonable basis for any of its Subsidiariessuch claim, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such except as would not, if determined adversely not reasonably be expected to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect; (f) to the Company’s knowledge, neither the sale nor use of any of the products, proposed products or processes of the Company referred to in the Registration Statement, the Disclosure Package and the Prospectus would infringe any currently issued and valid patent of a third party; (g) to the Company’s knowledge, there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Company Intellectual Property described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by, or licensed to, the Company or that interferes with the issued or pending claims of any such Company Intellectual Property; (h) to the Company’s knowledge, there is no prior art of which the Company is aware that would render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office (the “PTO”); and (i) the Company is not obligated to pay a material royalty, grant a license, or provide other material consideration to any third party in connection with the Company Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information described Except as disclosed in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectivelyProspectus, “intellectual property rights”); (B) there are no third parties who have the Company owns or possesses, or, to the Company’s knowledge, will be able to establish rights to any can acquire on reasonable terms, the patents, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names or other intellectual property rights(collectively, except for“Intellectual Property”) necessary or material to carry on the business now operated and as proposed to be conducted by them as described in the Registration Statement, the General Disclosure Package and the Prospectus. The License Agreement dated as of February 17, 2011 between the Company and Acclarent, Inc. (as amended, the “Acclarent License Agreement”) constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and to the extent ofknowledge of the Company, the ownership Company is not in breach or default thereof, and, to the Company’s knowledge, no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (B) (i) to the Company’s knowledge, there are no rights of the owners any third party to any of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to Intellectual Property owned by the Company; (Cii) the Company has not received any notice of and is not otherwise aware of any infringement, misappropriation, breach, default or other violation, or of the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property of the Company; (iii) there is no pending or, to the Company’s knowledge, currently any threatened action, suit, proceeding or claim by others any third party challenging the Company’s rights in or to to, or alleging the violation of any intellectual property rightsof the Intellectual Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) the Intellectual Property owned by the Company and, to the Company’s knowledge, the Intellectual Property licensed to the Company, including the Intellectual Property licensed to the Company pursuant to the Acclarent License Agreement, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, enforceability or scope of any such Intellectual Property, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging any third party that the validityCompany infringes, enforceability misappropriates or scope otherwise violates any Intellectual Property of any intellectual property rightsthird party, and the Company has no knowledge of any facts which would form a reasonable basis for any such claim; (Evi) there to the Company’s knowledge, none of the Intellectual Property used by the Company has been obtained or is no pending orbeing used by the Company in violation of any contractual obligation binding on the Company; and (vii) all material licenses, contracts and agreements necessary for the conduct of the business of the Company as currently conducted and as proposed to be conducted by it, as described in the Registration Statement, the General Disclosure Package and the Prospectus, are valid and are in full force and effect and the Company is not in breach or default thereof, and has not received any written notice alleging its breach or default thereof, and, to the Company’s knowledge, currently threatened action, suit, proceeding no other party thereto is in breach or claim by others that the Company or default of any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectobligations thereof.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, the Controlled Entities own or have obtained valid and enforceable licenses for, possess or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)can acquire on reasonable terms sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightsservice marks, licenses, approvals, trade secrets, databases, logos, designs, proprietary processes, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof and unpatented and unpatentable proprietary or confidential information, inventions, systems and procedures (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information the conduct of the business now conducted or proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Final Prospectus, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and the Statement, General Disclosure Package and the Final Prospectus, (if anyA) as under development) (collectively, “intellectual property rights”)there are no rights of third parties to any of the Intellectual Property Rights owned by the Company or the Controlled Entities; (B) there are is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, the Controlled Entities or third parties who have or, to the Company’s knowledge, will be able to establish rights to of any intellectual property rights, except for, and to the extent of, the ownership rights of the owners Intellectual Property Rights of the intellectual property rights which Company or the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the CompanyControlled Entities; (C) there is no pending or, to the Company’s knowledgebest knowledge of the Company after due inquiry, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledgebest knowledge of the Company after due inquiry, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the Company’s knowledgebest knowledge of the Company after due inquiry, currently threatened action, suit, proceeding or claim by others, and neither the Company nor any of the Controlled Entities has received any letter, notice or warning (whether written or unwritten) from others alleging, that the Company or any of its Subsidiaries infringes Controlled Entity infringes, misappropriates or otherwise violates, violates or would, upon conflicts with any Intellectual Property Rights or other proprietary rights of others and the commercialization Company is unaware of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, other fact which would form a reasonable basis for any invention, patent application, patent, trademark (both registered such claim; and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) none of the Intellectual Property Rights used by the Company and its Subsidiaries have complied with or the terms Controlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual obligation binding on the Company or any of its Subsidiaries, and all such agreements are the Controlled Entities or in full force and effect; and (G) violation of the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution rights of their patents, patent applications, trademarks and service marksany persons, except in each case covered by clauses (BA) – through (GF) such as would not, if determined adversely to the Company or any of its SubsidiariesControlled Entity, individually or in the aggregate, have a Material Adverse Effect; (i) the Company is unaware of any facts which it believes would form a reasonable basis for a successful challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or the Controlled Entities, or actions undertaken by the employee while employed with the Company or the Controlled Entities; (ii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (iii) the Company and the Controlled Entities are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to Intellectual Property Rights; and (iv) the business of the Company and the Controlled Entities are conducted in compliance with the applicable intellectual property laws and regulations in the PRC and all other applicable jurisdictions in all material respects.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, the Controlled Entities own or have obtained valid and enforceable licenses for, or other possess adequate rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)use sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described the conduct of the business now conducted or proposed in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned and the Final Prospectus to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package and the Final Prospectus, (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who have orto any of the Intellectual Property Rights owned by the Company or the Controlled Entities; (ii) there is no infringement, to misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights Controlled Entities or third parties of any of the owners Intellectual Property Rights of the intellectual property rights which Company or the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the CompanyControlled Entities; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any Controlled Entity’s rights in or to to, or the violation of any intellectual property rightsof the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Div) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsIntellectual Property Rights owned by the Company or the Controlled Entities, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Ev) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes Controlled Entity infringes, misappropriates or otherwise violatesviolates or conflicts with any Intellectual Property Rights or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (vi) none of the Intellectual Property Rights used by the Company or the Controlled Entities in their businesses has been obtained or is being used by the Company or the Controlled Entities in violation of any contractual obligation binding on the Company, or wouldthe Controlled Entities, upon or in violation of the commercialization rights of any product persons; (vii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or service described claim that relates to any challenge that any of the employees it currently employs are in or have ever been in material violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the Registration Statement basis of such violation relates to such employee’s employment with the Company or the General Disclosure Package (if any) as under developmentControlled Entities, infringe or violateactions undertaken by the employee while employed with the Company or the Controlled Entities, and the Company is unaware of any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of othersfacts which would form a reasonable basis for any such claim; (Fviii) neither the Company nor any of the Controlled Entities are under an obligation to assign any of their rights in their patents and patent applications to a third party; (ix) the Company and its Subsidiaries the Controlled Entities are not in breach of, and have complied in all respects with the all terms of each of, any license or other agreement pursuant relating to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effectIntellectual Property Rights; and (Gx) the Company, to its knowledge, has complied businesses of the Company and the Controlled Entities are conducted in compliance with all the applicable U.S. intellectual property laws and regulations in the preparation PRC and prosecution of their patents, patent applications, trademarks and service marks, all other applicable jurisdictions in all respects; except in each case covered by clauses (Bi) – (Gx) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (AiHuiShou International Co. Ltd.)
Possession of Intellectual Property. (A) The Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses forcan acquire on reasonable terms, sufficient rights in or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, trade names, service namespatents, copyrights, domain names, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty rights (collectively, rights “Intellectual Property Rights”) that are necessary or material to inventions and proprietary information the conduct of the business of the Company in all material respects as described in the Registration Statement and the General Disclosure Package (if any) and the Final Prospectus. Except as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described disclosed in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have orand the Final Prospectus, to the Company’s knowledge, will be able to establish rights knowledge (i) no third party has any claim of ownership with respect to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there is no infringement, misappropriation, breach, default or other violation by the Company or its Significant Subsidiaries of any of the intellectual property rights which Intellectual Property Rights owned by any third party, (iii) there is no infringement, misappropriation, breach, default or other violation by any third party of any Intellectual Property Rights owned by the Registration Statement Company or its subsidiaries (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (Civ) there is no pending or, to the Company’s knowledge, currently or threatened (in writing) action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rightsIntellectual Property Rights owned by the Company or its subsidiaries; (Dv) there is no pending or, to the Company’s knowledge, currently or threatened (in writing) action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsIntellectual Property Rights owned by the Company or its subsidiaries; (Evi) there is no pending or, to the Company’s knowledge, currently or threatened (in writing) action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates any Intellectual Property Rights owned by others and (vii) none of the Intellectual Property Rights used by the Company or would, upon its subsidiaries in their businesses has been obtained or is being used by the commercialization Company or its subsidiaries in violation of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to contractual obligation binding on the Company or any of its Subsidiariessubsidiaries with such exceptions, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by of each of clauses (Bi) – through (G) such vii), as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and or the General Disclosure Package (if any) as being owned Prospectus or licensed by them or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)Prospectus; (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentProspectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives, or with notice or passage of time or both, would give, any person the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, enforceability or scope of any such Intellectual Property, except, in each case with respect to this Section 1(a)(15), such failures, allegations, actions, proceedings, violations, infringements, or other circumstances as would not reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Equity Distribution Agreement (Velocity Financial, Inc.)
Possession of Intellectual Property. (A) The Except as described in the General Disclosure Package and the Final Offering Memorandum, the Company and its Subsidiaries subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including registrations and applications for registration thereof (collectively, the “Intellectual Property”) described in the General Disclosure Package and the Final Offering Memorandum as being owned or licensed, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary for the inventionsconduct of, patent applications, patents, adequate trademarks (both registered their businesses as currently conducted or as proposed to be conducted and unregistered), trade names, service names, copyrights, trade secrets, know-how, confidential information and other intellectual property, rights to inventions and proprietary information as described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)Final Offering Memorandum except where the failure to obtain or hold would not reasonably be expected to result in a Material Adverse Effect; (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or written claim by others that the Company infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the General Disclosure Package or the Final Offering Memorandum, infringe or otherwise misappropriate or violate, any Intellectual Property rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such claim; and none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees, and the Company is not aware of any facts that it believes would form a reasonable basis for a successful challenge that any of its employees are in or have ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign to the company Intellectual Property, or obligation not to use third party Intellectual Property or other proprietary rights on behalf of the Company, except for violations which would not reasonably be expected to result in a Material Adverse Event. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership or rights in or to any intellectual property rightsIntellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsIntellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim, except as described in the General Disclosure Package and the Final Offering Memorandum; (E) there is no pending or, to the Company’s knowledge, currently threatened actionthere is no patent or patent application that contains claims that dominate, suitmay dominate or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property; and to the Company’s knowledge, proceeding there is no prior art material to any patent or claim patent application of the Intellectual Property that may render any U.S. patent held by others that the Company invalid or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, U.S. patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) application held by the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have unpatentable has not been licensed disclosed to the Company or any of its Subsidiaries, U.S. Patent and all such agreements are in full force and effect; and Trademark Office (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect“USPTO”).
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownEach of the Group Companies owns, possesses, licenses or have obtained valid and enforceable licenses for, or has other rights to use, use the inventions, patents and patent applications, patentscopyrights, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service Internet domain names, copyrights, trade secretstechnology, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property, rights property necessary or used in any material respect to inventions conduct its business in the manner in which it is being conducted and proprietary information described in the manner in which it is contemplated as set forth in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) Final Prospectus (collectively, the “intellectual property rightsIntellectual Property”); none of the Intellectual Property is unenforceable or invalid; none of the Group Companies has received any notice of violation or conflict with (Band none of the Group Companies knows of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledgebest knowledge after due inquiry, currently threatened actionactions, suitsuits, proceeding proceedings or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim claims by others that the Company or allege any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of Group Companies is infringing any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-howtrademark, confidential information service mxxx, copyright or other intellectual property, rights to inventions property or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marksright, except in each case covered by clauses (B) – (G) such as any threatened actions, suits, proceedings or claims which would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect; the discoveries, inventions, products or processes of the Group Companies referenced in the Registration Statement, the General Disclosure Package and the Final Prospectus do not violate or conflict with any intellectual property or proprietary right of any third person, or any discovery, invention, product or process that is the subject of a patent application filed by any third person; no officer, director or employee of any Group Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect; the Group Companies are not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property; to the extent any Intellectual Property is sublicensed to any of the Group Companies by a third party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any reason; and there are no contracts or other documents related to the Intellectual Property required to be described in or filed as an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement; except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, none of the Group Companies is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world; each of the Group Companies has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); all use or disclosure of Confidential Information owned by the Group Companies by or to a third party has been pursuant to a written agreement between the Group Companies and such third party; and all use or disclosure of Confidential Information not owned by the Group Companies has been pursuant to the terms of a written agreement between the Group Companies and the owner of such Confidential Information, or is otherwise lawful.
Appears in 1 contract
Samples: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)
Possession of Intellectual Property. (A) The To the Company’s knowledge, each of the Company and its Subsidiaries own, each Subsidiary owns or have obtained valid possesses all patents and enforceable licenses for, or other rights to use, the inventions, patent applications, trademarks, trademark registrations and applications, service marks, service xxxx registrations and applications, tradenames, copyrights, copyright registrations and applications, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property (collectively, “Intellectual Property”) that the Company currently believes is necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the Final Prospectus, and the Company is not aware of any claim to the contrary or any challenge by any other person or entity to the rights of the Company or any Subsidiary with respect to the foregoing except for those in the General Disclosure Package and the Final Prospectus or those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Each of the Company and each Subsidiary has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person or entity to any Intellectual Property license. To the Company’s knowledge, the Company’s and each Subsidiary’s respective businesses as now conducted and as proposed to be conducted does not and will not infringe, misappropriate or otherwise violate or conflict with any valid patents, adequate trademarks (both registered and unregistered)trademarks, service marks, trade names, service names, copyrights, trade secrets, know-howlicenses or other Intellectual Property or franchise right of any person or entity. No claim has been made in writing against the Company or any Subsidiary alleging the infringement, confidential information misappropriation or other violation by the Company or any Subsidiary of any patent, trademark, service xxxx, trade name, copyright, trade secret, license or other Intellectual Property or franchise right of any person or entity. Each of the Company and other intellectual propertyeach Subsidiary has taken all reasonable steps to protect, maintain and safeguard its rights to inventions in all Intellectual Property, including the execution of appropriate nondisclosure and proprietary information described confidentiality agreements. To the Company’s knowledge, all Intellectual Property owned by the Company and/or each Subsidiary is valid and enforceable. The consummation of the transactions contemplated by this Agreement will not result in the Registration Statement and loss or impairment of or payment of any additional amounts with respect to, nor require the General Disclosure Package (if any) consent of any other person or entity in respect of, the Company or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as being owned owned, used or licensed by them or which are necessary held for use in the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, . With respect to the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights use of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights software in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any Subsidiary’s business as it is currently conducted, neither the Company nor any Subsidiary has experienced any material defects in such software including any material error or omission in the processing of its Subsidiaries infringes or otherwise violatesany transactions other than defects which have been corrected. The Company and each Subsidiary have at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) held for use by the Company and its Subsidiaries any Subsidiary in the conduct of the Company and each Subsidiary’s business, except for those failures to comply that would not reasonably be expected to have complied with the terms of each agreement pursuant to which intellectual property rights a Material Adverse Effect. No claims have been licensed to asserted or threatened in writing against the Company or any Subsidiary alleging a violation of its Subsidiariesany person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and all such agreements are in full force and effect; and (G) the Companyuse of personal information collected, to its knowledgeused, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered or held for use by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or Subsidiary in the aggregateconduct of the Company’s or any Subsidiary’s business except for those that would not reasonably be expected to have a Material Adverse Effect. Each of the Company and each Subsidiary takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse, except for those that would not have a Material Adverse Effect.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, Subsidiary own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them the Final Prospectuses or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted, and as described in the Registration Statement and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”)and the Final Prospectuses; (B) neither the Company nor its Subsidiary has received any notice or is otherwise aware of any material infringement of any Intellectual Property or of any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company or of its Subsidiary therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will would reasonably be expected to be able to establish rights to any intellectual property rightsIntellectual Property of the Company or its Subsidiary, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and Intellectual Property that the General Disclosure Package and the Final Prospectuses disclose is licensed to the CompanyCompany or its Subsidiary; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries Subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentor the Final Prospectuses, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiary have complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; and (G) , and, to the knowledge of the Company, to its knowledgeno event or condition has occurred or, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company knowledge of the Company, exists that gives or, with notice or passage of time or both, would give any of its Subsidiaries, individually person or in entity the aggregate, have a Material Adverse Effectright to terminate any such agreement.
Appears in 1 contract
Samples: Underwriting Agreement (IMV Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other can acquire on reasonable terms sufficient rights to use, all trademarks, service marks, trade names (including all goodwill associated with the inventionsforegoing), patent applicationsrights, patentscopyrights, adequate trademarks (both registered and unregistered), trade domain names, service nameslicenses, copyrightsapprovals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights to inventions including registrations and proprietary information described in the Registration Statement and the General Disclosure Package applications for registration thereof (if anycollectively, “Intellectual Property Rights”) as being owned used in, or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, the business now conducted or presently employed by them (including the commercialization of products or services described proposed in the Registration Statement and the General Disclosure Package and the Final Prospectus to be conducted by the Company or its subsidiaries. Except as disclosed in the General Disclosure Package and the Final Prospectus, (if any) as under development) (collectively, “intellectual property rights”); (Bi) there are no rights of third parties who have orto any of the Intellectual Property Rights owned by the Company or its subsidiaries, (ii) to the Company’s knowledge, will be able to establish rights to there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any intellectual property rightsevent that with notice or the passage of time would constitute any of the foregoing, except forby any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries, and (iii) to the extent ofCompany’s knowledge, none of the ownership Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, or (iv) the owners Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the intellectual property rights value of which to the Registration Statement Company or any Subsidiary is contingent upon maintaining the confidentiality thereof, (excluding the exhibits theretov) and except as disclosed in the General Disclosure Package disclose and the Final Prospectus, the Company is licensed not obligated to pay a material royalty, grant a license to, or provide other material consideration to any third party in connection with the Company; Company Intellectual Property, and (Cvi) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others any third party challenging the validity, enforceability of any Intellectual Property Rights of the Company or any of its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such claim. To the Company’s rights in or to any intellectual property rights; knowledge, (Di) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes subsidiaries has materially infringed, misappropriated or otherwise violates, or would, upon violated the commercialization Intellectual Property Rights of any product or service described in third party (ii) challenging the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company Company’s or any of its Subsidiariessubsidiaries’ rights in or to, and all such agreements are in full force and effect; and (G) or alleging the Companyviolation of any of the terms of, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution any of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectIntellectual Property Rights.
Appears in 1 contract
Samples: Underwriting Agreement (ObsEva SA)
Possession of Intellectual Property. (A) The Company owns and its Subsidiaries own, possesses or have obtained has valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses its business as currently conducted, or presently employed by them (including the commercialization of products or services conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus, except where the failure to own or possess such rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has not received any notice nor is it otherwise aware of any infringement, misappropriation or violation of, or conflict with rights of others with respect to any Intellectual Property or any of the Company’s business, products or activities as under development) (collectivelycurrently being conducted or as proposed to be conducted; the Company is not aware of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company therein, “intellectual property rights”)except where such invalidity or inadequacy would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsmaterial Intellectual Property of the Company, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the Company; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe infringe, misappropriate, conflict with or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others; (F) , and the Company and its Subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim, except for such infringements, violations, conflicts or misappropriations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has complied in all material respects with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any Company, to the knowledge of its Subsidiariesthe Company, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give the other party to any such agreement the right to terminate any such agreement; and (G) and, to the Company, to its ’s knowledge, has complied there is no patent or patent application that contains claims that interfere with all applicable U.S. laws in the preparation and prosecution any Intellectual Property that is owned or licensed by of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or that challenges the validity, enforceability or scope of any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectsuch Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, adequate trademarks (both registered and unregistered), trade namestradenames, service names, copyrights, trade secrets, know-how, confidential information secrets and other intellectual property, rights to inventions and proprietary information described in the Registration Statement and Statement, the General Disclosure Package (if any) and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, license or presently employed by them (including the commercialization of products have such rights would not, individually or services described in the Registration Statement and the General Disclosure Package (if any) as under development) aggregate, have a Material Adverse Effect (collectively, “intellectual property rightsIntellectual Property”); (Bi) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and ), the General Disclosure Package and the Prospectus disclose is licensed to the Company; (Cii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rightsIntellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (Div) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightsIntellectual Property; (Ev) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) and the Prospectus as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered)trademark, trade nametradename, service name, copyright, trade secret, know-how, confidential information secret or other intellectual property, proprietary rights to inventions or proprietary information of others; (Fvi) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect; and (Gvii) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiariesthe Intellectual Property or that challenges the validity, individually enforceability or in scope of any of the aggregate, have a Material Adverse EffectIntellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Renewable Energy Group, Inc.)
Possession of Intellectual Property. (A) The Except as disclosed in the Disclosure Documents, the Company and its Subsidiaries ownsubsidiaries own or possess, or have obtained can acquire on reasonable terms, valid and enforceable licenses for, or other rights to useuse all patents, the statutory invention rights, invention disclosures, rights in utility models and industrial designs, inventions, patent applications, patents, adequate trademarks (both registered and unregisteredunregistered copyrights (including copyrights in software), trademarks, service marks, business names, trade names, service logos, slogans, trade dress, design rights, Internet domain names, copyrightssocial media accounts, any other designations of source or origin, intellectual property rights in technology, software, source code, data and know how (including trade secrets, know-how, confidential information secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, and/or other intellectual propertyproperty (collectively, rights “Intellectual Property”) necessary to inventions carry on the business now operated and proprietary information as proposed to be conducted as described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under development) Prospectus (collectively, the “intellectual property rightsDisclosure Documents”); (B) there are no by them, provided that the foregoing should not be construed as a representation of non-infringement of the Intellectual Property of third parties who have or, to parties. To the Company’s knowledge, will be able to establish rights to any intellectual property rightsexcept as disclosed in the Disclosure Documents, except forthe Company (i) is not infringing, misappropriating, diluting or otherwise violating, and to the extent ofhas not infringed, the ownership misappropriated, diluted or otherwise violated, any Intellectual Property rights of the owners third parties; and (ii) has not received any notice or is otherwise aware of the intellectual property rights any facts which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to would form a reasonable basis for any claim or assertion that the Company; (C) there is no pending or, to currently, or in the future upon the manufacturing or commercialization of any product or service described in the Disclosure Documents as under development, infringes, misappropriates, dilutes or otherwise violates any Intellectual Property rights of others. To the Company’s knowledge, currently there is no pending threatened action, suit, proceeding or claim by others others: (X) challenging the Company’s rights in or to any intellectual property rightsIntellectual Property owned or exclusively licensed by the Company or any of its subsidiaries (the “Company Intellectual Property”); or (DY) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; Company Intellectual Property. As to both (EX) there and (Y), the Company is no pending orunaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company Intellectual Property has been duly maintained and, to the Company’s knowledge, currently threatened actionis valid, suit, proceeding or claim by others that subsisting and enforceable and free of material defects in connection with the filing and prosecution thereof. Except as disclosed in the Disclosure Documents: (A) the Company is the sole owner of the Company Intellectual Property owned by it and has the valid and enforceable right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as applicable; and (B) no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of its Subsidiaries infringes ownership to any such Intellectual Property. Except as disclosed in the Disclosure Documents, the Company is not obligated to pay a material royalty, grant a license or otherwise violatesoption, or wouldprovide other material consideration to any third party in connection with the Company Intellectual Property. The Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, upon the commercialization of any product in whole or service described in the Registration Statement or the General Disclosure Package (if any) as under developmentpart, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (A) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Disclosure Documents as exclusively licensed to the Company or its subsidiaries; and (B) there is no infringement, misappropriation, dilution, or other violation by third parties of any Company Intellectual Property. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have Company Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiaries, and all such agreements are in full force and effect. The Company is taking all reasonable steps necessary to secure assignments to its title, rights and interests in and to the Company Intellectual Property owned by the Company from all employees, consultants, agents and contractors engaged in the development of the Intellectual Property on behalf of the Company, including requiring all such employees, consultants, agents and contractors to execute appropriate invention assignment agreements to assign all of their right, title and interest in and to such Intellectual Property to the Company. To the Company’s knowledge, no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable and customary steps to protect, maintain and safeguard the Company Intellectual Property, including by implementation of physical and cyber security measures and the execution of appropriate employment contracts, patent disclosure agreements, non-competition agreements, non-solicitation agreements, nondisclosure agreements, and confidentiality agreements with their employees, and no employee of the Company or its subsidiaries is in or has been in violation of any term of, such agreements or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries. All patents and patent applications owned by the Company or its subsidiaries have been duly and properly filed and each issued patent is being diligently maintained and is valid and enforceable. To the Company’s knowledge, there are no facts that would preclude the issuance of a valid and enforceable patent on any pending patent applications included in the Intellectual Property of the Company. To the Company’s knowledge, the Company and the parties prosecuting such applications have complied or are in the process of complying with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”), and all such requirements in the relevant foreign patent authority having similar requirements as the case may be, in connection with such patents and patent applications for which it has filing, prosecution and/or maintenance responsibilities. To the Company’s knowledge: (1) there is no patent or patent application that contains claims that dominate or may dominate (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any of the Intellectual Property of the Company; (2) there is no prior art material to any patent of the Intellectual Property of the Company that may render any U.S. patent held by the Company invalid or unenforceable; and (G3) there is no prior art or public or commercial activity or other facts required to be disclosed to the USPTO and any relevant foreign patent authority that were not (or are not in the process of being) disclosed and which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with respect to any patents that have been issued with respect to such applications. The Company expects the product candidates described in the Disclosure Documents as under development by the Company to fall within the scope of the claims of one or more patents or patent applications owned by the Company, to its knowledge, has complied with all applicable U.S. laws as described in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse EffectDisclosure Documents.
Appears in 1 contract
Samples: Sales Agreement (PepGen Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, possess or have obtained valid and enforceable licenses for, or other can promptly acquire on commercially reasonable terms sufficient rights to use, the inventionsuse all patents, patent applicationsrights, patentslicenses, adequate trademarks (both registered and unregistered)software, trade domain names, service namesinventions, copyrights, trade secrets, know-how, confidential information how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and all other intellectual property, rights to inventions and proprietary information described in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them property (including all registrations and applications for registration in respect of any of the commercialization of products or services described in the Registration Statement and the General Disclosure Package (if any) as under developmentforegoing) (collectively, “intellectual property rightsIntellectual Property”); ) necessary to carry on the business now operated by them except where the failure to possess sufficient rights to such Intellectual Property would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. For the avoidance of doubt, the foregoing is not intended to constitute a representation or warranty regarding infringement, misappropriation or violation of or conflict with any Intellectual Property of any third party, which is addressed solely in the following sentence. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its Subsidiaries has received in the last six (6) years any notice alleging that the Company or any of its Subsidiaries has engaged in any infringement, misappropriation or violation of or conflict with rights of others with respect to any Intellectual Property, (B) there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish the Company and its Subsidiaries are not infringing, misappropriating, violating or in conflict with rights of others with respect to any intellectual property rightsIntellectual Property, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging knowledge of the Company’s rights in or to any intellectual property rights; , the Intellectual Property owned by the Company and its Subsidiaries is valid and enforceable, and (D) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E1) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others alleging that the Company or any of its Subsidiaries infringes has engaged in any infringement, misappropriation or otherwise violates, violation of or would, upon the commercialization conflict with any Intellectual Property of any product third party, (2) challenging the validity, scope, enforceability or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, ownership of any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights Intellectual Property purported to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to be owned by the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and or (G3) challenging the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company ’s or any of its Subsidiaries, individually or ’ rights in the aggregate, have a Material Adverse Effectany licensed Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. (A) The To the knowledge of the Company, the Company and its Subsidiaries own, subsidiaries own or have obtained valid possess licenses to practice and enforceable licenses for, or other rights to use, the use all material inventions, patent applications, patents, adequate trademarks (both registered and unregistered)trademarks, trade names, service names, copyrights, trade secrets, domain names, technology, know-how, confidential information how and other intellectual property, rights to inventions and proprietary information property described in the Registration Statement Statement, the Disclosure Package, and the General Disclosure Package (if any) Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, conducted or presently employed by them (including the commercialization of products or services as currently proposed to be conducted as described in the Registration Statement Statement, the Disclosure Package, and the General Disclosure Package (if any) as under development) Prospectus (collectively, “intellectual property rightsIntellectual Property”); (B) . To the knowledge of the Company, there are no third parties who have or will be able to establish ownership rights in or to any Intellectual Property owned or purported to be owned by the Company or each of its subsidiaries, or any right to practice or use any Intellectual Property owned or purported to be owned by or exclusively licensed to the Company or any of its subsidiaries, except for customary reversionary rights of third-party licensors. To the knowledge of the Company, neither the Company nor any of its subsidiaries is infringing, misappropriating, diluting, or otherwise violating, or has infringed, misappropriated, diluted, or otherwise violated, any intellectual property rights of third parties with respect to the Company’s development, manufacture, and, if approved, commercialization, of the roxadustat and pamrevlumab products described in the Registration Statement, the Disclosure Package, and the Prospectus in a manner that, in the aggregate, would have a Material Adverse Effect. To the knowledge of the Company, the Company has disclosed to Manager and described in the Registration Statement, the Disclosure Package, and the Prospectus all material information regarding ownership, third-party rights, and any obligations to pay a material royalty on, to grant a license or option to, or to provide other material consideration to any third party with respect to the Intellectual Property To the knowledge of the Company, all employees, consultants, agents, and contractors engaged in the development of Intellectual Property on behalf of the Company or any of its subsidiaries have executed invention assignment agreements whereby such employees, consultants, agents, and contractors presently assign all of their right, title, and interest in and to such Intellectual Property to the Company, and to the Company’s knowledge, no such agreement has been breached or violated. To the Company’s knowledge, no employee, consultant, agent, or contractor of the Company or any of its subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement nondisclosure agreement or any restrictive covenant to or with a former employer or other third party where the basis of such violation relates to such individual’s engagement with the Company or actions undertaken while employed or engaged with the Company in a manner that, individually or in the aggregate, would have a Materially Adverse Effect. There is no pending or, to the Company’s knowledge, will be able to establish rights to no threatened action, suit, proceeding, or claim by third parties asserting that the Company or any of its subsidiaries infringes, misappropriates, dilutes, or otherwise violates, or would, upon the manufacturing or commercialization of the roxadustat or pamrevlumab products described in the Registration Statement, the Disclosure Package, and the Prospectus, infringe, misappropriate, dilute, or otherwise violate any intellectual property rights, except forrights of third parties, and to neither the extent Company nor any of its subsidiaries has received any notice of any claim of infringement, misappropriation, or other violation of, the ownership or conflict with, any such rights of the owners of the intellectual property rights which third parties. Except as disclosed in the Registration Statement (excluding Statement, the exhibits thereto) Disclosure Package, and the General Disclosure Package disclose is licensed to the Company; (C) Prospectus, there is no pending or, to the Company’s knowledge, currently no threatened action, suit, proceeding proceeding, or claim by others (i) asserting breach of an agreement pursuant to which Intellectual Property was licensed to the Company or to one of its subsidiaries, (ii) challenging the Company’s or any of its subsidiaries’ rights in or to any intellectual property rights; Intellectual Property (Dexcept in the ordinary course of patent prosecution) there or (iii) challenging the validity, enforceability, or scope of any Intellectual Property (except in the ordinary course of patent prosecution) that would have a Material Adverse Effect. There is no pending orpending, or to the knowledge of the Company’s knowledge, currently no threatened action, suit, proceeding proceeding, or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiaries that a third party infringes, misappropriates, or otherwise violatesviolates or conflicts with any Intellectual Property owned, purported to be owned, or would, upon the commercialization of any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been exclusively licensed to the Company or any of its Subsidiaries, and all such agreements are subsidiaries in full force and effect; and (G) a manner that would have a Material Adverse Effect. To the knowledge of the Company, to its knowledge, has complied with all applicable U.S. laws (i) the roxadustat and pamrevlumab products described in the preparation Registration Statement, the Disclosure Package, and prosecution the Prospectus as under development and/or commercialization fall within the scope of their patentsthe claims of one or more patents or patent applications owned by, patent applicationsor exclusively licensed to, trademarks the Company, (ii) no government funding, facilities, or resources belonging to a university, college, other educational institution or research center were used in development of the Intellectual Property, and service marks(iii) no government funding, except facilities, or resources belonging to a university, college, or other educational institution or research center has any claim or right in each case covered or to any Intellectual Property that is owned or purported to be owned by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effect.subsidiaries
Appears in 1 contract
Samples: Terms Agreement (Fibrogen Inc)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (collectively, rights to inventions and proprietary information “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package and the Prospectus. Except as would not have a Material Adverse Effect, (if anyi) as under development) (collectively, “intellectual property rights”)neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; (Bii) there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights Intellectual Property which the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (Ciii) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (Fiv) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person the right to terminate any such agreement; and (Gv) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiaries own and possess or have obtained valid and enforceable licenses for, or other rights to use, the inventionsall patents, patent rights, patent applications, patentslicenses, adequate trademarks copyrights, inventions, know-how (both registered including trade secrets and unregisteredother unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrightssoftware, trade secretsinternet addresses, know-how, confidential information domain names and other intellectual propertyproperty (including all goodwill associated with, rights to inventions and proprietary information all registrations and applications for registrations of, the foregoing) (collectively, “Intellectual Property”) that is described in the Registration Statement and Statement, the General Disclosure Package (if any) as being owned or licensed by them the Prospectus or which are that is necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services as proposed to be conducted and as described in the Registration Statement and Statement, the General Disclosure Package (if any) as under development) (collectivelyand the Prospectus, “intellectual property rights”)except where the failure to own, license or have such rights would not have a Material Adverse Effect; (B) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rightsIntellectual Property of the Company or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which Intellectual Property that the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package and the Prospectus disclose is licensed to the CompanyCompany or any of its subsidiaries; (C) there is no pending or, to the knowledge of the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any intellectual property rights; (D) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending orsuch Intellectual Property, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others asserting that the Company or any of its Subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the General Disclosure Package (if any) as under developmentor the Prospectus, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information Intellectual Property of others, and the Company is unaware of any facts that could form a reasonable basis for any such action, suit, proceeding or claim; (F) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have any Intellectual Property has been licensed to the Company or any of its Subsidiariessubsidiary, and all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement; and (G) there is no patent or patent application that contains claims that interfere with the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution issued or pending claims of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) any such as would not, if determined adversely to Intellectual Property of the Company or any of its Subsidiariessubsidiaries or that challenges the validity, individually enforceability or in the aggregate, have a Material Adverse Effectscope of any such Intellectual Property.
Appears in 1 contract
Samples: Underwriting Agreement (Palmer Square Capital BDC Inc.)
Possession of Intellectual Property. (A) The Company and each of its Subsidiaries subsidiaries own, possess or have obtained valid and enforceable licenses for, or other can acquire on reasonable terms sufficient rights to useall trademarks, service marks, trade names (including all goodwill associated with each of the inventions, patent applicationsforegoing), patents, adequate trademarks (both registered and unregistered)patent rights, trade copyrights, domain names, service nameslicenses, copyrightsapprovals, trade secrets, inventions, technology, know-how, confidential information how and other intellectual propertyproperty and similar rights, rights including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to inventions and proprietary information described the conduct of the respective businesses now conducted or proposed in the Registration Statement and the General Disclosure Package (if any) as being owned to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement and aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (if anyv) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish there are no rights of third parties to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners Intellectual Property Rights owned or purported to be owned by the Company or any of the intellectual property rights which the Registration Statement (excluding the exhibits theretoits subsidiaries; vi) and the General Disclosure Package disclose is licensed to the Company’s knowledge, there has been no material infringement, misappropriation, breach, default or other violation by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries, and no event has occurred that with notice or the passage of time would constitute any of the foregoing; (Cvii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to to, or alleging the violation of any intellectual property rightsof the terms of, any of their respective Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Dviii) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rightssuch Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (Eix) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary has infringed, misappropriated or otherwise violatesviolated or conflicted with any Intellectual Property Rights or other proprietary rights of others, or would, upon and the commercialization Company is unaware of any product or service described in other fact which would form a reasonable basis for any such claim; and x) to the Registration Statement or Company’s knowledge, none of the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) Intellectual Property Rights used by the Company and or its Subsidiaries have complied with subsidiaries in their respective businesses has been obtained or is being used by the terms Company or its subsidiaries in violation of each agreement pursuant to which intellectual property rights have been licensed to any contractual obligation binding on the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service markssubsidiaries, except in each case covered by clauses (Bi) – (Gvi) such as would not, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Navidea Biopharmaceuticals, Inc.)
Possession of Intellectual Property. (A) The Company and its Subsidiaries own, subsidiary own or have obtained valid and enforceable licenses for, or other rights to use, the inventionspossess adequate patents, patent applicationsrights, patentslicenses, adequate trademarks (both registered and unregistered), trade names, service namesinventions, copyrights, trade secrets, know-howhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, confidential information and systems or procedures), trademarks, service marks, trade names or other intellectual property, rights to inventions and proprietary information including, without limitation, all of the intellectual property described in the Registration Statement and the General Disclosure Package (if any) Offering Memorandum as being owned or licensed by them or which are the Company (collectively, "Intellectual Property"), necessary for to carry on the conduct business now operated by them. Except as set forth in the Offering Memorandum (exclusive of their respective businesses as currently conductedany amendments thereto after the date hereof), no valid U.S. patent is, or presently employed to the knowledge of the Company would be, infringed by them (including the commercialization activities of products the Company in the manufacture, use, offer for sale or services sale of any product or component thereof as described in the Registration Statement Offering Memorandum. The patent applications (the "Patent Applications") filed by or on behalf of the Company described in the Offering Memorandum have been properly prepared and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to filed on behalf of the Company’s knowledge, will be able to establish rights to ; except as set forth in the Offering Memorandum (exclusive of any intellectual property rights, except for, and to amendments thereto after the extent of, the ownership rights date hereof) each of the owners of Patent Applications and patents (the intellectual property rights which "Patents") described in the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose Offering Memorandum is assigned or licensed to the Company, and, except as set forth in the Offering Memorandum (exclusive of any amendments thereto after the date hereof), no other entity or individual has any right or claim in any Patent, Patent Application or any patent to be issued therefrom; (C) there is no pending orand, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging knowledge of the Company’s , each of the Patent Applications discloses potentially patentable subject matter. There are no actions, suits or judicial proceedings pending relating to patents or proprietary information to which the Company is a party or of which any property of the Company is subject and neither the Company nor its subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights in or of others with respect to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding Intellectual Property or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the Company’s knowledge, currently threatened action, suit, proceeding or claim by others that interest of the Company or any of its Subsidiaries infringes subsidiary therein, and which infringement or otherwise violates, or would, upon conflict (if the commercialization subject of any product unfavorable decision, ruling or service described in the Registration Statement finding) or the General Disclosure Package (if any) as under developmentinvalidity or inadequacy, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (F) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which intellectual property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually singly or in the aggregate, have could reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Cv Therapeutics Inc
Possession of Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, (A) The the Company and its Subsidiaries ownsubsidiaries own all right, title and interest in or have obtained valid and enforceable licenses forotherwise has the right to use all patents, or other rights to use, the inventions, patent applicationscopyrights, patentsknow-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, adequate trademarks (both registered and unregisteredsystems or procedures), trademarks, service marks, trade names, service namesincluding applications for any of the foregoing, copyrights, trade secrets, know-how, confidential information and other intellectual propertyproperty rights (collectively, rights to inventions and proprietary information described "Intellectual Property") that is necessary for, used or held for use in, or otherwise exploited in the Registration Statement and the General Disclosure Package (if any) as being owned or licensed by them or which are necessary for connection with, the conduct of their respective businesses as currently conducted, or presently employed the business now operated by them (including the commercialization of products or services described in the Registration Statement "Company Intellectual Property"), and the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to the Company is not infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which third party. Except as disclosed in the Registration Statement (excluding the exhibits thereto) and Statement, the General Disclosure Package disclose and the Prospectus or as would not reasonably be expected to have a Material Adverse Effect, (A) no action, suit, claim, or other proceeding is licensed to the Company; (C) there is no pending orpending, or to the Company’s knowledge, currently threatened actionis threatened, suitalleging that the Company is infringing, proceeding misappropriating, diluting, or claim by others challenging otherwise violating the Company’s rights Intellectual Property of any third party in or to any intellectual property rights; respect, (DB) there is no pending or, to the Company’s knowledge, currently threatened no third party is infringing, misappropriating, diluting, or otherwise violating the Company Intellectual Property in any respect, (C) no action, suit, claim, or other proceeding is pending, or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there is no pending or, to the Company’s knowledge, currently threatened actionthreatened, suitchallenging the validity, proceeding enforceability, scope, registration, ownership or claim by others use of any Company Intellectual Property that is necessary to its business (with the exception of office actions in connection with applications for the registration or issuance of such Intellectual Property), (D) to the Company’s knowledge, the Company or any is in compliance with the U.S. Patent and Trademark Office’s duty of its Subsidiaries infringes or otherwise violates, or would, upon candor and disclosure for patent applications within the commercialization of any product or service described Company Intellectual Property filed in the Registration Statement or the General Disclosure Package United States and have made no material misrepresentation in connection with such patent applications, and (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information or other intellectual property, rights to inventions or proprietary information of others; (FE) the Company and its Subsidiaries subsidiaries have complied with the terms of each agreement pursuant taken reasonable measures to which intellectual property rights have been licensed to protect, maintain and safeguard the Company or any Intellectual Property, including the execution of its Subsidiaries, appropriate nondisclosure and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectconfidentiality agreements.
Appears in 1 contract
Possession of Intellectual Property. (A) The Company and its Subsidiaries ownsubsidiaries own or possess a valid right to use (in either case, or have obtained valid free and enforceable licenses forclear of all liens and encumbrances) all material trademarks, or other rights to useservice marks, the inventionstrade names, patents, patent applications, patentscopyrights, adequate trademarks (both registered and unregistered), trade domain names, service nameslicenses, copyrightsapprovals, trade secrets, inventions, technology, know-how, how (including proprietary and/or confidential information information) and other intellectual propertyproperty and similar rights, rights to inventions including registrations and proprietary information described applications for registration thereof (collectively, “Intellectual Property Rights”) used in the Registration Statement and conduct of the business now conducted or proposed in the General Disclosure Package (if any) as being owned to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted, or presently employed by them (including the commercialization of products or services described in the Registration Statement aggregate, have a Material Adverse Effect. The material Intellectual Property Rights that are used or held for use by the Company or its subsidiaries are valid and enforceable. To the General Disclosure Package (if any) as under development) (collectively, “intellectual property rights”); (B) there are no third parties who have or, to best knowledge of the Company’s knowledge, will be able to establish rights to any intellectual property rights, except for, and to the extent of, the ownership rights of the owners of the intellectual property rights which the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package disclose is licensed to the Company; (C) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by third parties of any of the Intellectual Property Rights owned, used or held for use by the Company or its subsidiaries. There is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any intellectual property rights; (D) there is no pending or, to the Company’s knowledge, currently threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any intellectual property rights; (E) there Intellectual Property Rights owned, used or held for use by the Company or any of its subsidiaries. There is no pending or, to the Company’s knowledge, currently or threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes subsidiary infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement or the General Disclosure Package (if any) as under development, infringe or violate, any invention, patent application, patent, trademark (both registered and unregistered), trade name, service name, copyright, trade secret, know-how, confidential information Intellectual Property Rights or other intellectual property, proprietary rights to inventions or proprietary information of others; (F) . The conduct of the business currently conducted, and proposed to be conducted, by the Company and its Subsidiaries have complied subsidiaries does not and will not infringe, misappropriate, otherwise violate or conflict in any material respect with the terms of each agreement pursuant to which intellectual any Intellectual Property Rights or other property rights have been licensed to the Company or any of its Subsidiaries, and all such agreements are in full force and effect; and (G) the Company, to its knowledge, has complied with all applicable U.S. laws in the preparation and prosecution of their patents, patent applications, trademarks and service marks, except in each case covered by clauses (B) – (G) such as would not, if determined adversely to the Company or any of its Subsidiaries, individually or in the aggregate, have a Material Adverse Effectothers.
Appears in 1 contract
