Purchase of Intellectual Property Sample Clauses

Purchase of Intellectual Property. PDS hereby irrevocably sells to DigiDeal, and DigiDeal hereby purchases from PDS, all of PDS’s Intellectual Property related to DCS free and clear of all liens, encumbrances and charges (collectively, “Liens”) for the total sum of One Thousand Dollars ($1,000.00) in hand delivered. PDS hereby irrevocably assigns the Intellectual Property rights being purchased by DigiDeal, free and clear of all Liens. For the purposes of this subsection and subsection 3-d, the term “Intellectual Property” shall mean the “Transferred Assets” as that term is defined in Section 3.17 of the Domestic Agreement, and “The Patents”, “The Patent Rights”, the “Designated Technology”, the “Designated Technology Rights”, “The Copyright Works”, “The Copyrights”, the “Designated Trademarks”, and the “Designated Trademark Rights”, as those terms are defined in Sections 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, and 3.14 respectively of the Tribal Agreement, and the “Software”, as that term is defined in Section 2(a) of the Software License Agreement and Software Transfer Agreement, and that U.S. Provisional Patent Application Serial No. 60/347,364 entitled “Flat Felted Gaming Table And Method of Manufacture” filed January 10, 2002 by Xxxxxxx Xxxxxxx and assigned to PDS, and shall also include all trademarks, patents, know-how, developments, designs, trade secrets, processes and other confidential information, intellectual and similar intangible property rights, whether or not patentable or copyrightable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, registrations of and extensions, divisions, renewals and reissuances of, and all improvements and developments of any of the foregoing, but specifically excludes the software developed by PDS for use or play in Nevada and other jurisdictions as specified in Exhibit “2.” (the “PDS Software”). PDS retains no rights to the Intellectual Property, or any other Intellectual Property related to or associated with the DCS, other than the PDS Software. PDS shall not sell, transfer, pledge, assign or hypothecate the PDS Software, or make the PDS Software subject to a negative pledge, without the prior written consent of Digideal.
Sample 1
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Purchase of Intellectual Property. Upon execution and delivery of this Agreement by Xxxxx and the satisfaction of the conditions under Section 3.13, below, PURE shall pay to Xxxxx as an “Intellectual Property Purchase Payment” the sum of One Hundred Twenty-five Thousand Dollars ($125,000.00). Said Intellectual Property Purchase Payment shall be in the form of check or wire transfer in accordance with written instructions provided by Xxxxx. In addition, PURE will issue to Xxxxx 850,000 shares of common stock in accordance with the terms contained in Section 3.3. Xxxxx hereby acknowledges and agrees that the Intellectual Property Purchase Payment represents payment in full by PURE for the purchase of all Intellectual Property from Xxxxx and that future access to this Intellectual Property will be provided by Xxxxx as additional consideration for the Severance Payment provided in Section 3.2.3 and through the Consulting Relationship detailed in Section 4.6. Xxxxx further acknowledges and agrees that except as otherwise expressly provided for herein, no additional compensation or amounts of any kind are or will be due to Xxxxx from PURE.
Sample 1
Purchase of Intellectual Property. At the effective date of this Agreement, ACCENTRA will purchase from GREENHOLD the domain names and all rights associated with the domain names SHADRACH.NET axx XXXXX.XXX and xxx xx xxe Web site contents located at www.shadrach.nxx xxx xxx.xxxxx.net.
Sample 1
Purchase of Intellectual Property. Cherry Grove, Inc. has agreed to sell and otherwise transfer to Purchaser or an affiliate of Purchaser the intellectual property listed on Schedule 3.6 hereto, being all of the intellectual property owned or licensed by Cherry Grove, Inc. ("Cherry Grove") and licensed or sublicensed to the Company (the "Cherry Grove Intellectual Property"), for a purchase price of $12,000,000, less the purchase price of that portion of the Cherry Grove Intellectual Property currently owned by Meridian Leasing, Inc. ("Meridian") and listed on Exhibit C to Schedule 2.1.17 (the "Meridian Intellectual Property") in the event Cherry Grove does not purchase the Meridian Intellectual Property, pursuant to the terms and conditions of the Cherry Grove Agreement of Sale in substantially the form attached hereto as Exhibit C; provided, however if Cherry Grove does purchase the Meridian Intellectual Property, the purchase price for the Cherry Grove Intellectual Property shall be $12,000,000. Such transfer shall occur on the Closing Date simultaneously with the closing of the sale of the Shares. The purchase price for the Cherry Grove Intellectual Property shall be in addition to the Purchase Price for the Shares.
Sample 1
Purchase of Intellectual Property. At or prior to the Effective Time, a wholly- owned Nevada subsidiary of Parent, and Intellectus, LLC, a Florida limited liability company managed by the Shareholder, shall enter into an Asset Purchase Agreement in substantially the form of Exhibit A hereto.
Sample 1
Purchase of Intellectual Property. 1. The Seller hereby sells, assigns and transfers unto the Purchaser, all rights, title and interest, in and to, its “Glucose Health Natural Blood Sugar Maintenance” product (the Intellectual Property). To the extent that any such Intellectual Property is not directly transferable to the Purchaser, the Seller hereby grants to the Purchaser an exclusive, royalty-free, irrevocable, perpetual, world-wide license to make, have made, modify, manufacture, reproduce, sub-license, use and sell such non-transferable Intellectual Property; and any residual rights the Seller holds in such non-transferable Intellectual Property will be held by the Seller in trust for the sole benefit of the Purchaser.
Sample 1
Purchase of Intellectual Property 
Sample 1Sample 2
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Related to Purchase of Intellectual Property

  • License of Intellectual Property During the term of this Agreement and any extension or renewals thereof, each of the party's hereto hereby grants royalty free to the other party hereto the non-exclusive right and license to use any and all trademarks, trade names, service marks, logos, and other intellectual property rights owned by the granting party. The licensed intellectual property and any goodwill associated therewith are and shall at all times remain the property of the granting party.

  • 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.

  • Transfer of Intellectual Property The Executive hereby agrees to transfer to the Company and/or its subsidiaries and consolidated affiliated entities all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company or its consolidated affiliated entities. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries and consolidated affiliated entities any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries and consolidated affiliated entities in the Occupational Works.

  • 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.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Acquisition of Intellectual Property Within 90 days after the end of each calendar year, such Grantor will notify the Note Collateral Agent of any acquisition by such Grantor of (i) any registration of any material United States Copyright, Patent or Trademark or (ii) any exclusive rights under a material United States Copyright License, Patent License or Trademark License constituting Collateral, and shall take such actions as may be reasonably necessary (but only to the extent such actions are within such Grantor’s control) to perfect the security interest granted to the Note Collateral Agent and the other Secured Parties therein, to the extent provided herein in respect of any United States Copyright, Patent or Trademark constituting Collateral on the date hereof, by (x) the execution and delivery of an amendment or supplement to this Agreement (or amendments to any such agreement previously executed or delivered by such Grantor) and/or (y) the making of appropriate filings (I) of financing statements under the Uniform Commercial Code of any applicable jurisdiction and/or (II) in the United States Patent and Trademark Office, or with respect to Copyrights and Copyright Licenses, the United States Copyright Office, or any other applicable United State Governmental Authority.

  • Background Intellectual Property The Recipient must own the Background Intellectual Property or hold sufficient Background Intellectual Property Rights to permit the Project to be carried out and the Project Intellectual Property to be exploited by the Recipient.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

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