Purchased Intellectual Property. Except as expressly provided in this Agreement or in any other Transaction Document, (a) Seller has no right to use any of the Purchased Intellectual Property from and after the Closing and (b) Buyer has no right to use any of the Retained Intellectual Property from and after the Closing. Effective as of the Closing, except for the rights expressly provided in the Transaction Documents, any and all rights and/or licenses (whether express or implied) of Seller or any of its Affiliates arising from or related to any of the Purchased Intellectual Property are hereby terminated.
Purchased Intellectual Property. Prior to, at or after the Closing until such time that the last-to-survive enforcement-related or protection-related provision in any Contract between Seller (or its assignee, transferee or delegate) and a Person (other than Purchaser) that relates to any of the Purchased Intellectual Property has terminated or expired, Seller shall do such acts and things, as reasonably requested by Purchaser from time to time to (a) enforce and protect, at Seller’s sole cost and expense, all of the rights and obligations of Seller (or its assignee, transferee or delegate) relating to any of the Purchased Intellectual Property (which enforcement shall not include initiating an Action for infringement) and (b) enforce and protect any of Purchaser’s rights with respect to any of the Purchased Intellectual Property (where any of such Purchased Intellectual Property is governed by a Contract between Seller (or its assignee, transferee or delegate) and a Person (other than Purchaser)); provided, that, with respect to clause (b), to the extent that Seller is required to initiate an Action for infringement on Purchaser’s behalf under any such Contract, Purchaser shall reimburse the reasonable expenses of external counsel in initiating any such Action. Seller shall not, without Purchaser’s prior written consent, (x) amend, restate or renew any Contract that relates to any of the Purchased Intellectual Property, (y) assign or transfer, in whole or in part, any Contract that relates to any of the Purchased Intellectual Property to a Person (other than Purchaser) or (z) enter into any Contract that relates to any of the Purchased Intellectual Property.
Purchased Intellectual Property. Seller shall execute, acknowledge and deliver to Acquisition Sub all necessary additional assignment documents for the Purchased Intellectual Property. Seller shall not be responsible for the payment of recordation or registration fees or the fees of Acquisition Sub's attorneys in connection with making such recordations or registrations.
Purchased Intellectual Property. All trademarks, trade names, applications to register trademarks or trade names, licenses, patents, patent applications, copyrights and copyright applications, and other similar rights used in the Business, including, without limitation, those listed in Schedule 1.8 attached hereto (hereinafter collectively called the "Purchased Intellectual Property") and all rights to xxx for infringement or other violations of the Purchased Rights or the Purchased Intellectual Property.
Purchased Intellectual Property. (a) Schedule 5.4(a) sets forth a true, correct and complete list of all Purchased Intellectual Property that is registered or for which an application for registration is pending (together with the country, title and registration or application number as applicable) and all material unregistered Marks. Except as disclosed on Schedule 5.4(a), to the knowledge of Seller, except as would not have a Material Adverse Effect, (i) Seller owns all right, title and interest in and to the Purchased Intellectual Property, (ii) the registered Purchased Intellectual Property is subsisting, valid, enforceable and all renewal or maintenance fees and related filings have been duly made (except where Seller in good faith decided to abandon non-material registered Purchased Intellectual Property), and (iii) the Purchased Intellectual Property constitutes all of the intellectual property rights necessary for Seller to operate the Business as it is presently conducted.
(b) Schedule 5.4(b) sets forth a true, correct and complete list of domain names owned or controlled by Seller.
(c) Schedule 5.4(c) sets forth a true, correct and complete list of all material IP Contracts, except for licenses of Software (i) generally available for an annual or one-time license fee of no more than $10,000 in the aggregate, (ii) distributed as “freeware” or (iii) distributed via Internet access without charge. To the knowledge of Seller, Seller and any applicable third party are in material compliance with the terms of all such IP Contracts. Schedule 5.4(c) also sets forth true, accurate and complete statements of royalties, license fees and other payments received by Seller, and the date of receipt, relating to the Core IP Contracts, including copies of all sales reports received by Seller under the Core IP Contracts. To the knowledge of Seller, except as disclosed on Schedule 5.4(c), all third party Software used in the Business is the subject of a valid license agreement.
(d) To the knowledge of Seller, (i) no Person is infringing or otherwise violating any material Patent(s), Xxxx(s), Copyright(s), trade secret(s) or other proprietary right(s) of Seller; (ii) no proceeding or claims have been asserted by Seller alleging that any person or entity is infringing upon or otherwise violating any Patent(s), Xxxx(s), Copyright(s), trade secret(s) or other proprietary right(s) of Seller; (iii) to the knowledge of Seller, there has been no unauthorized use or disclosure or any material trade secret ...
Purchased Intellectual Property. (a) Schedule 5.8(a) contains a true, correct and complete list of the Purchased Intellectual Property, with a brief description of each such item and the nature of Seller’s interest therein.
(b) All underlying designs and business rules for the pre-adjudication and post-adjudication prescription claims editing performed by the Software Modifications and the Other Edits and the documentation thereof were developed by or for Seller in conjunction with customers of Seller; Seller has conveyed no rights in any of such underlying designs and business rules or documentation thereof to any such customers.
(c) No claim is pending or, to the Knowledge of Seller, threatened, and Seller has not received any notice that the use of any Purchased Intellectual Property in conducting the Business infringes upon or conflicts with any rights claimed therein by any third party. No claim is pending or, to the Knowledge of Seller, threatened which alleges that any Purchased Intellectual Property is invalid or unenforceable by Seller.
(d) Except as provided herein or in any other agreement entered into between Buyer and Seller pursuant hereto, there are no licenses related to the Purchased Intellectual Property. Except as set forth in Schedule 5.8(d), no royalties or fees are payable by Seller to anyone for use of the Purchased Intellectual Property.
(e) All former and current employees of Seller that participated in the development, operation or use of the Purchased Intellectual Property were subject to, and agreed in writing to be bound by, written policies that provide that, as between Seller and such employees, Seller retains all rights to any inventions, improvements, discoveries, or information relating to the Business. Except as set forth in Schedule 5.8(e), all former and current independent contractors of Seller that participated in the development, operation or use of the Purchased Intellectual Property are subject to a written agreement that provides that, with respect to all Purchased Intellectual Property that such independent contractor has been involved with, as between Seller and such independent contractor, Seller retains all rights to any inventions, improvements, discoveries, or information relating to the Business. To the Knowledge of Seller, no employee or independent contractor of Seller has entered into any agreement that restricts or limits in any way the scope or type of work in which such employee or independent contractor may be engaged or requires th...
Purchased Intellectual Property. The term "Purchased Intellectual Property" means patents, patent applications, utility model registrations, design patents, trademarks (if any), trade secrets and know-how owned by 3M on the Closing Date that directly and solely relate to the Business as conducted on the Closing Date and are listed in Schedule 1.04, but excluding components and materials supplied to the Business by other businesses of 3M.
Purchased Intellectual Property. Subject to the terms and conditions hereof, 3M agrees to sell, assign, transfer and convey to Linvatec, and Linvatec agrees to purchase and acquire from 3M, at the Closing on the Closing Date, all of 3M's right, title and interest, if any, immediately before the effective time of the Closing in and to the following assets:
(a) The technology and know-how within Purchased Intellectual Property to the extent transferable by 3M, subject to a worldwide, non-exclusive, royalty-free, assignable license, with the right to sublicense, from Linvatec back to 3M of any technology and know-how within the field of cardiovascular perfusion products and equipment and cardiovascular surgical products and equipment;
(b) The patents, applications for patents, utility model registrations and design patents within Purchased Intellectual Property, subject to a worldwide, non-exclusive, royalty-free, assignable license, with the right to sublicense, from Linvatec back to 3M of any such rights within the field of cardiovascular perfusion products and equipment and cardiovascular surgical products and equipment, and subject to any agreement listed in Schedule 1.06 (If any royalties are due to a third party under an IP Agreement due to 3M's sales under its license provided herein, however, 3M will pay those royalties to Linvatec so that they may be passed through to the third party);
(c) Any unregistered trademarks (and the goodwill of the business in which any such trademarks are used and which is symbolized by said trademarks), if any, and copyrights within Purchased Intellectual Property to the extent transferable by 3M, subject to any agreement listed in Schedule 1.06.
(d) Any IP Agreement to the extent transferable by 3M. 3M's obligation with respect to transferability of any IP Agreement are provided in Section 8.03 (Unassignable Contracts) to the extent the mechanism provided in Section 8.03 would not constitute a breach of the IP Agreement.
Purchased Intellectual Property. 37 6.8 Bulk Transfer Laws...............................................37 6.9 Employment of the Sellers' Employees.............................38 6.10
Purchased Intellectual Property. Subject to Sections 6.6 and 6.13, the Sellers agree that commencing upon the Closing Date, the Sellers shall cease, and shall cause their Affiliates to cease, use of the Purchased Intellectual Property.
