Protection and Maintenance of Intellectual Property Sample Clauses

Protection and Maintenance of Intellectual Property. (i) The Corporation has taken all reasonable steps to (x) protect its rights to the Intellectual Property, and (y) to prevent the unauthorized use by any other person or entity; and (ii) The Corporation shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within any applicable renewal period ending on or prior to the Closing Date, application to renew all of the Intellectual Property subject to expiration on or prior to the Closing Date. Neither the Corporation or any of the Shareholders has granted to any other Person or entity any rights or permissions to use any of the Intellectual Property.
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Protection and Maintenance of Intellectual Property. (i) The Business Contribution Member has taken all reasonable steps to (x) protect the Business Contribution Member's rights to the Intellectual Property, and (y) to prevent the unauthorized use by any other person or entity; and (ii) The Business Contribution Member shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within any applicable renewal period ending on or prior to the Closing Date, application to renew all of the Intellectual Property subject to expiration on or prior to the Closing Date. Neither the Business Contribution Member nor any of the Shareholders has granted to any other Person or entity any rights or permissions to use any of the Intellectual Property.
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Protection and Maintenance of Intellectual Property. Each of the --------------------------------------------------- Company and the LLC (i) has taken all reasonable steps to (A) protect the Company's rights to the Intellectual Property listed in Section 2.15 of the Schedule of Exceptions and (B) prevent the unauthorized use thereof by, or the unauthorized disclosure thereof to, any other Person, and (ii) shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property listed in Section 2.15 of the Schedule of Exceptions in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within an applicable renewal period ending on or prior to the Closing, application to renew all of such Intellectual Property subject to expiration on or prior to the Closing. Neither the Company nor the LLC nor any of the Shareholders, nor any of their respective Affiliates, has granted to any other Person any rights or permissions to use any of the Intellectual Property listed in Section 2.15 of the Schedule of Exceptions. With respect to any part of the Intellectual Property which was created by the Company or the LLC or any of their respective agents or representatives (e.g., any copyrights, know-how, trade secret, trade right or confidential or proprietary report or information of the Company or the LLC), (i) no third party has any rights (whether non- exclusive or otherwise) in such Intellectual Property and, except pursuant to reasonably prudent safeguards, no third party has received any confidential information relating to such Intellectual Property, (ii) neither the Company nor the LLC is under any contractual or other obligation to disclose to any third party any such Intellectual Property except pursuant to prudent and reasonable safeguards, and (iii) there are no known significant defects therein and such Intellectual Property substantially conforms to all documentation and materials produced by the Company or the LLC which describe such Intellectual Property.
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Protection and Maintenance of Intellectual Property. (i) The Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has taken all reasonable steps to (x) protect its rights to the Intellectual Property, and (y) to prevent the unauthorized use by any other person or entity; and (ii) The Corporation shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within any applicable renewal period ending on or prior to the Closing Date, application to renew all of the Intellectual Property subject to expiration on or prior to the Closing Date. Neither the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) nor any of the Shareholders has granted to any other Person or entity any rights or permissions to use any of the Intellectual Property.
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Protection and Maintenance of Intellectual Property. Except as set forth in Section 2.9 of the Disclosure Schedule, the Company has taken all reasonable steps to (A) protect the Company's rights to the Company Intellectual Property and (B) prevent the unauthorized use thereof by, or the unauthorized disclosure thereof to, any other person, in each case in accordance with standard industry practice. Except as set forth in Section 2.9 of the Disclosure Schedule and except in the ordinary course of business consistent with past practices, neither the Company nor any of its affiliates, has granted to any other person any rights or permissions to use any of the Company Intellectual Property. With respect to any part of the Company Intellectual Property which was created by the Company or any of its agents or representatives (E.G., any copyrights, know-how, trade secret, trade right or confidential or proprietary report or information of the Company), (A) to the knowledge of the Company, no third party has any rights (whether non-exclusive or otherwise) in such Company Intellectual Property, and, except pursuant to reasonably prudent safeguards, no third party has received any confidential information relating to such Company Intellectual Property, (B) the Company is not under any contractual or other obligation to disclose to any third party any such Company Intellectual Property except pursuant to prudent and reasonable safeguards, and (C) there are no known significant defects therein and such Company Intellectual Property substantially conforms to all documentation and materials produced by the Company which describe such Company Intellectual Property.
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Protection and Maintenance of Intellectual Property. (a) Abandon, dedicate to the public, or permit to lapse, any material Obligor Intellectual Property; (b) (i) fail to take commercially reasonable action to prosecute infringements, dilutions and other violations of the Intellectual Property owned by such Obligor or its Subsidiaries including commencement of an unstayed suit, and (ii) not settle or compromise any pending or future Action with respect to such Intellectual Property; (c) license any Obligor Intellectual Property or consent to amend any current Obligor IP Agreement in a manner that materially and adversely affects the right of such Obligor to receive payments thereunder, or in any manner that would materially impair the Lien on such Intellectual Property owned by such Obligor created pursuant to the Security Documents; (d) fail to use proper marking practices in connection with its use of Patents and registered Trademarks; and (e) control the quality of goods and services offered by any licensees of its Trademarks in a manner adequate to preserve the validity of such Trademarks.
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Protection and Maintenance of Intellectual Property 
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Related to Protection and Maintenance of Intellectual Property

  • Maintenance of Intellectual Property The Company will, and will cause each of its Subsidiaries to, take all reasonable action necessary or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Prosecution and Maintenance of Patents (a) Subject to any Adolor third party agreements, Adolor shall prepare, file prosecute and maintain in the Territory and at its own costs, upon consultation with Santen, the Adolor Patents and any jointly owned patents. Adolor shall notify Santen of the status of all patent filings (including, without limitation, the grant of any Adolor Patents) and, upon the request of Santen, shall provide advance copies of any papers relating to the filing, prosecution, or maintenance of such Adolor Patents. For Adolor Patents and patent applications, and for jointly owned patents and patent applications, Santen shall reimburse Adolor for one-half of any and all costs for the filing, prosecution, or maintenance of such patents and patent applications incurred by Adolor. Adolor shall submit an invoice for reimbursement of such patent costs to Santen and Santen shall pay such invoice within thirty (30) days of submission by Adolor. Santen shall have the right to audit the patent costs subject to reimbursement once per year. Such audit rights shall expire twenty- four (24) months after an invoice is submitted by Adolor for payment. (b) Subject to Section 8.04 (b), all amounts for patent applications paid by Santen under Section 8.02 (a) for each country of the Territory shall be creditable on a country-by-country basis against future Royalties payable to Adolor by Santen for each such country; provided, however, that no more than **% of the Royalties payable for any period in such country shall be paid by crediting amounts paid by Santen under Section 8.02(a), and further **=Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. provided that Santen may carry forward all amounts paid under Section 8.02(a) for crediting against future Royalties in such country under this Section 8.02(b) until such amounts are exhausted.

  • Prosecution and Maintenance DOV shall be responsible, at its own expense, for the preparation, filing, prosecution and maintenance (including, without limitation, any interferences, oppositions, reissue proceedings and reexaminations) of the DOV Patents. Wyeth shall reasonably consult with DOV with respect to the preparation, filing, prosecution and maintenance of the DOV Patents. DOV shall keep Wyeth advised of the status of such activities and shall also inform Wyeth in a timely manner of any material communications DOV receives from the relevant patent office with respect to such activities. DOV shall give notice to Wyeth of any desire to cease preparation, filing, prosecution or maintenance of any DOV Patent on a country-by-country basis, and in such case, to the extent not in conflict with DOV’s obligations under any agreement under which DOV has licensed such DOV Patent to a third party for use in the Field (as of the Signature Date or thereafter), Wyeth shall have the right to elect to continue preparation, filing, prosecution and maintenance of such DOV Patent. In the event that Wyeth elects to continue any such activities for such DOV Patent, Wyeth shall reasonably consult with DOV with respect thereto and shall consider in good xxxxx Xxxxx’x reasonable views with respect to such activities, and DOV agrees to transfer to Wyeth all information reasonably requested by Wyeth for Wyeth to conduct such activities and to otherwise reasonably cooperate with Wyeth in such actions. Wyeth shall keep DOV advised of the status of such actions and shall also inform DOV in a timely manner of any material communications Wyeth receives from the relevant patent office with respect to such activities. Each party shall bear its own costs with respect to any preparation, filing, prosecution and maintenance of any DOV Patent for which it is responsible.

  • Protection of Intellectual Property Rights Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

  • Prosecution and Maintenance of Patent Rights (a) Subject to commercially appropriate and reasonable efforts (subject to oversight by the Advisory Committee), Genetronics shall at its own expense and by counsel of its own choice, file, prosecute and maintain all patent applications and patents within the Genetronics Patent Rights and any inventions conceived of and reduced to practice solely by its employees and agents hereunder. Genetronics shall do everything commercially appropriate and reasonable (subject to oversight by the Advisory Committee), including without limitation filing all documents and paying all fees to the appropriate patent offices to maintain the patents and pending patent applications in effect. Genetronics agrees to promptly provide Ethicon with copies of all correspondence to and from the patent offices related to the pending patent applications within the Genetronics Patent Rights. Ethicon shall have the right to provide comments to Genetronics regarding the content of such correspondence, and to comment thereon. Genetronics shall consider all such comments offered by Ethicon; provided, that all final decisions with respect to such prosecution shall rest solely in the discretion of Genetronics. In the event that Genetronics desires to abandon any such patent application or patent within the Genetronics Patent Rights, or if Genetronics later declines to prosecute or maintain any such patent application or patent, Genetronics shall provide reasonable prior written notice to Ethicon of such intention and Ethicon shall have the right, but not the obligation at its own expense, to file, prosecute, and maintain such patent application or patent, which Genetronics shall assign to Ethicon and shall no longer be subject to the terms of this Agreement. (b) The Advisory Committee shall determine which party shall be responsible for the filing, prosecution and maintenance of patent applications and patents within the Joint Patent Rights on a case by case basis, with the understanding that it is the parties' intent that Genetronics shall be initially responsible for the filing, prosecution and maintenance of patent applications and patents within the Joint Patent Rights related to the Drug Delivery System. In the event that a party responsible for the filing, prosecution and maintenance of any patent application or patent within the Joint Patent Rights desires to abandon such patent application or patent, or if such party later declines responsibility for such patent application or patent, such party shall provide reasonable prior written notice to the other party of its intention to abandon or decline responsibility, and the other party shall have the right, but not the obligation, to prepare, file, prosecute, and maintain any such patent application or patent within the Joint

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Protection and Registration of Intellectual Property Rights Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (b) promptly advise Bank in writing of known material infringements of its Material Intellectual Property; and (c) not allow any Material Intellectual Property to be abandoned, forfeited or dedicated to the public without Bank’s written consent. Borrower hereby represents and warrants that, as of the Effective Date, Borrower does not own any maskworks, computer software, or other copyrights of Borrower that are registered (or the subject of an application for registration) with the United States Copyright Office (collectively, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower: (x) provides Bank with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a security agreement or such other documents as Bank may reasonably request to maintain the perfection and priority of Bank’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records such security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy of the application(s) actually filed with the United States Copyright Office together with evidence of the recording of the security agreement necessary for Bank to maintain the perfection and priority of its security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.

  • Intellectual Property Matters A. Definitions

  • Use of Intellectual Property The Adviser grants to the Sub-Adviser a sublicense to use the trademarks, service marks, logos, names, or any other proprietary designations of the Adviser (“AdvisorShares Marks”) on a non-exclusive basis. The Sub-Adviser will acquire no rights in the AdvisorShares Marks, and all goodwill of the AdvisorShares Marks shall inure to and remain with the Adviser. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates or use AdvisorShares Marks in offering, marketing or other promotional materials without the prior express written consent of the Adviser, which approval will not be unreasonably withheld or delayed, except as required by rule, regulation or upon the request of a governmental authority. Notwithstanding the forgoing, the Sub-Adviser and its affiliates may, without obtaining the Adviser’s prior approval, refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates and use AdvisorShares Marks in offering, marketing or other promotional materials provided that such materials were previously approved by the Adviser and remain in substantially the same form.

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