Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights").
(b) The Disclosure Schedules contain a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APP. There are no outstanding and, to the Company's knowledge, any threatened disputes or disagreements with respect to any such agreement.
(c) The Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person will be required for the use thereof by APP upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, and neither the Company nor any Stockholder is aware of any valid basis for any such claim. To the best knowledge of the Company, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for th...
Proprietary Rights and Information. Set forth in Schedule 3.18 is a true and correct description of the following (the "Proprietary Rights"):
(a) all trademarks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, and all patents and applications therefor currently owned, in whole or in part, by the Company, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which the Company is a party (including expiration date, if applicable); and
(b) all agreements relating to technology, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use. The Company owns or has the legal right to use the Proprietary Rights, without conflicting, infringing or violating the rights of any other person. Except as disclosed in Schedule 3.18, no consent of any person will be required for the use of the Proprietary Rights by AMP Subsidiary upon consummation of the transactions contemplated hereby, and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership or for infringement by the Company of the proprietary right of any other person, and the Company does not know of any valid basis for any such claim. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by it.
Proprietary Rights and Information. Acquiror does not own or use any trademarks, trade-names, service marks or other trade designations or patents in the conduct of its business. Acquiror is not a party to any agreement relating to the use of technology or know-how. Acquiror has the right to use, free and clear of any claims or rights of others, all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by it.
Proprietary Rights and Information. Set forth in the Company Disclosure Schedules is a true and correct description of the following ("Proprietary Rights"):
3.17.1 all trademarks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, and all patents and applications
Proprietary Rights and Information. You acknowledge and agree that the Application and all documentation and other information related thereto or disclosed or delivered to You in relation to this App XXXX (“Acuity’s Information”) represent Acuity’s confidential and proprietary information. You agree to keep Acuity’s Information confidential by exercising the necessary care required to prevent its disclosure. Notwithstanding the above, You will not disclose, divulge, distribute, publish, transmit, or transfer Acuity’s Information to any third party or use Acuity’s Information for any purpose whatsoever other than as expressly authorized by this App XXXX. Your obligations with respect to Acuity’s Information deemed “trade secrets” under applicable law shall remain in effect for as long as Acuity’s Information remains a trade secret. Your obligations with respect to Acuity’s Information that is not deemed to be a trade secret shall remain in effect for a period of three (3) years following the last day You receive any of Acuity’s Information.
Proprietary Rights and Information. Subject to the provisions of the License Agreement between Company and Ramot-University Authority for Applied Research and Industrial Development Ltd., dated as of same date (the "LICENSE AGREEMENT") with respect to proprietary rights in the Technology (as defined in the License Agreement:
(a) any and all patentable and unpatentable inventions, discoveries, ideas or applications conceived, originated or developed by Employee during the term of his employment under this Agreement or in connection therewith and directly relating to Company's business (which on the Effective Date relates to drug discovery to membrane embedded proteins and De Novo protein design), and as may be adjusted from time to time (the "COMPANY'S BUSINESS") shall be the sole and exclusive property of Company in every territory in which Company conducts its business, whether directly or indirectly. Without derogating from the foregoing, Employee hereby irrevocably transfers and assigns to the Company for no consideration any and all such present and future patentable and unpatentable inventions, discoveries, ideas or applications, including but not limited to any intellectual property related rights to or in the same, which were invented, discovered, thought of, produced, developed or applied during the term of employment hereunder. In addition, without derogating from any of the foregoing provisions, the Employee, at the request and sole expense of Company, shall execute such documents and perform such acts as the Company or its counsel may deem necessary or advisable to irrevocably confer upon the Company for no consideration all rights in and title and interest to such invention, discovery or idea, and all patent application, patents and copyrights thereon, and to enable and assist the Company in procuring, maintaining, enforcing and defending patents, copyrights and other applicable statutory protection on any such invention, discovery, idea or application which may be patentable or copyrightable.
(b) Employee shall promptly disclose to the Company in such form and manner as the Company may reasonably require all inventions, systems, services and other information or data directly relating to the Company's Business conceived, originated, discovered or developed by the Employee hereunder and during the term hereof. It is understood that such information is proprietary in nature and shall (as between the Company and the Employee) be for the exclusive use and benefit of the Company. In ...
Proprietary Rights and Information. Concurrently with the execution of this Agreement, the Employee and the Company have entered into that certain Proprietary Rights and Information Agreement (the "Proprietary Rights and Information Agreement"), attached as Exhibit B hereto.
Proprietary Rights and Information. (a) Set forth on Schedule 2.10 is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company, (iii) all licenses, royalties, and assignments thereof to which the Company is a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company and (v) other similar agreements relating to the foregoing to which the Company is a party (including expiration date if applicable) (collectively, the "Proprietary Rights").
(b) Set forth on Schedule 2.10 is a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes that are generally available) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to the Purchaser. Except as set forth on Schedule 2.10, there are no outstanding and, to the Company's knowledge or knowledge of the Shareholder, any threatened disputes or disagreements with respect to any such agreement.
(c) Except as set forth on Schedule 2.10 (i) the Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other person; (ii) no consent of any person will be required for the use thereof by the Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable; (iii) to the knowledge of the Company or the Shareholder, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other person and neither the Company nor the Shareholder is aware of any valid basis for any such claim; (iv) to the knowledge of the Company or the Shareholder, no proceedings have been threatened which challenge the Proprietary Rights of the Company; and (v) the Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary informa...
Proprietary Rights and Information. Set forth in the Company Disclosure Schedules is a true and correct description of the following ("Proprietary Rights"):
3.17.1 all trademarks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, and all patents and applications therefor currently owned, in whole or in part, by the Company, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which the Company is a party (including expiration date if applicable); and
3.17.2 all agreements relating to technology, know-how or processes that the Company is licensed or authorized to use by others, or which it licenses or authorizes others to use.
Proprietary Rights and Information. You acknowledge and agree that the Product, Program Concepts, and all other information related thereto or disclosed or delivered to you in relation to this Agreement (“Verint Information”) represent Verint and its licensors’ confidential and proprietary information. You agree to keep Verint Information confidential by exercising the necessary care required to prevent its disclosure. Notwithstanding the above, you will not disclose, divulge, distribute, publish, transmit or transfer Verint Information to any third party or use Verint Information for any purpose whatsoever other than as expressly authorized by this Agreement. Your obligations set forth under this Section shall survive termination of this Agreement. Except as specified in Section 7 below, your license hereunder does not entitle you to receive any updates or any upgrades, although Verint may provide updates or upgrades to you from time to time. You agree that any updates or upgrades provided to you in Verint’s discretion are subject to the terms hereof.
