Purchaser Intellectual Property. (i) Purchaser owns, or is licensed or otherwise possesses legal enforceable rights to use all: (i) trademarks and service marks (registered or unregistered), trade dress, trade names and other names and slogans embodying business goodwill or indications of origin, all applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith; (ii) patentable inventions, technology, computer programs and software (including password unprotected interpretive code or source code, object code, development documentation, programming tools, drawings, specifications and data) and all applications and patents in any jurisdiction pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (iii) trade secrets, including confidential and other non-public information (iv) copyrights in writings, designs, software programs, mask works or other works, applications or registrations in any jurisdiction for the foregoing and all moral rights related thereto; (v) databases and all database rights; and (vi) Internet Web sites, domain names and applications and registrations pertaining thereto (collectively, “Purchaser Intellectual Property”) that are used in the Purchaser Business except for any such failures to own, be licensed or process that would not be reasonably likely to have a Material Adverse Effect.
Purchaser Intellectual Property. Subject to the applicable provisions of the Technology License Back Agreement dated as of the date hereof between IR and Purchaser, all technology, know-how, patents, marks (including Purchaser Marks), data, software, or other intellectual property or assets (“Purchaser Intellectual Property”) owned or created by Purchaser shall remain the sole and exclusive property and responsibility of Purchaser. IR shall not acquire any rights in any such Purchaser Intellectual Property pursuant to this Agreement.
Purchaser Intellectual Property. The Supplier agrees that all Intellectual Property and every other right, title and interest in and to all concepts, techniques, ideas, information and materials, however recorded, (including images and data) provided by the Purchaser to the Supplier shall remain the sole property of the Purchaser at all times.
Purchaser Intellectual Property. Subject to Section 4.5, all Intellectual Property, together with all materials, data, writings and other property in any form whatsoever, which is provided to Producer by or on behalf of Purchaser, to the extent owned or controlled by Purchaser and/or its respective Affiliates (including pursuant to the Separation Agreement, this Agreement or any other Ancillary Agreement) prior to being provided to or used by Producer hereunder, shall remain owned or controlled by Purchaser (the “Purchaser Property”). Without limiting Section 4.3(b), Purchaser hereby grants to Producer (including, for the avoidance of doubt, Affiliates of Producer and any permitted Subcontractors hereunder) a non-exclusive license to use any Purchaser Property solely in connection with Producer performing its obligations hereunder. Producer shall not acquire any other right, title or interest in or to the Purchaser Property as a result of its performance hereunder.
Purchaser Intellectual Property. Purchaser and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses, trade secrets, domain names, know-how and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent that any such conflict could not reasonably be expected to have a Purchaser Material Adverse Effect. To the best knowledge of Purchaser, no slogan or other advertising device, product, process, method, substance, part, software, work of authorship or other material now employed, or now contemplated to be employed, by Purchaser or any Subsidiary infringes upon any rights held by any other Person. Except as provided for in this Agreement, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Purchaser, threatened, which could reasonably be expected to have a Purchaser Material Adverse Effect.
Purchaser Intellectual Property. Any and all improvements to the Licensed Materials (whether or not patentable) or any Improvements, in each case, made solely by or on behalf of Purchaser, including any Intellectual Property rights therein or thereto, shall be the sole and exclusive property of Purchaser (the “Purchaser Improvements”). Seller hereby expressly disclaims all interest in all Intellectual Property rights in and to the Purchaser Improvements unless and to the extent independently developed or acquired by Seller.
Purchaser Intellectual Property. Except as set forth on Purchaser Disclosure Schedule 4.16, the Purchaser and its Subsidiaries own, control or license adequate valid and enforceable rights or licenses to use all trademarks, trade names, service marks, service maxx xegistrations, service names, software, documentation, original works of authorship, patents, patent rights, copyrights, inventions, improvements, licenses, approvals, governmental authorizations, trade secrets and other Purchaser Intellectual Property and all applications and registrations therefor necessary or appropriate to conduct their respective Business as now conducted or as proposed to be conducted after the Closing Date. None of the Purchaser’s Intellectual Property has expired or terminated or has been abandoned, or is expected to expire or terminate or are expected to be abandoned within three years from the Closing Date. Solaris does not have any knowledge of any infringement by the Purchaser or its Subsidiaries of Intellectual Property of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Purchaser or any of its Subsidiaries, being threatened, against the Purchaser or any of its Subsidiaries regarding its Intellectual Property. Except as set forth on Purchaser Disclosure Schedule 4.16, neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. Solaris and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property.
Purchaser Intellectual Property. FIS acknowledges and agrees that, as between Purchaser and FIS, Purchaser owns all rights in and to the Purchaser Intellectual Property, including all rights in and to the API, the Finished Product, the Drug Applications for the Products, the Data and documentation, specifications and processes associated with the API and/or Finished Product. In particular, FIS acknowledges and agrees that: (i) all of the Specifications contain confidential information of Purchaser and are and shall remain the property of Purchaser; and (ii) all of the patents, trademarks and API formulation owned by Purchaser which apply to the manufacture, or use of API 22611.4-688182 v8 14 covered by this Agreement are and shall remain Purchaser Intellectual Property. Except as expressly provided in Section 7.3 below, nothing in the Agreement shall be deemed to transfer or convey, expressly or by implication, any Purchaser Intellectual Property to FIS.
Purchaser Intellectual Property. Purchaser represents and warrants that, as of the Effective Date, it has not filed a patent application claiming the Agreement IP, except for the Provisional Patent Application, and that to its best knowledge prior to the filing thereof it made no public disclosure of the carbonate and bicarbonate buffer system as described in claim 1, section (ii) of the form of the Provisional Patent Application provided by Purchaser to Supplier on July 20, 2007.
Purchaser Intellectual Property. (a) (i) The Purchaser and/or the Profound Subsidiaries, as applicable, own, or have obtained valid and enforceable licenses for, or other rights to use, the Purchaser Intellectual Property; (ii) the Purchaser has no knowledge that the Purchaser and/or the Profound Subsidiaries, as applicable, lack any rights or licenses to use all Purchaser Intellectual Property necessary and material for the conduct of their business; (iii) no third parties have rights to any Purchaser Intellectual Property that is owned by or licensed to the Purchaser or the Profound Subsidiaries, other than rights acquired pursuant to non-exclusive licenses granted by the Purchaser or a Profound Subsidiary in the ordinary course of business or Purchaser Intellectual Property licensed to the Purchaser or a Profound Subsidiary; (iv) all of the applied for or registered Purchaser Intellectual Property that is owned by or licensed to the Purchaser or a Profound Subsidiary and necessary and material in the operation of its business is in full force and effect and, to the knowledge of the Purchaser, none of the Purchaser or the Profound Subsidiaries have failed to take any actions with respect to such applied for or registered Purchaser Intellectual Property in a manner which would result in the abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement or unenforceability of any of such applied for or registered Purchaser Intellectual Property; (v) all applications, registrations, filings, renewals and payments necessary to preserve the rights in and to the applied for or registered Purchaser Intellectual Property that is owned by or licensed to the Purchaser or a Profound Subsidiary and necessary and material to the operation of its business have been duly filed, made, prosecuted and maintained, are in good standing or substantially reinstatable and are, if owned by the Purchaser or a Profound Subsidiary, recorded in the name of the Purchaser or such Profound Subsidiary, as applicable, and none of the Purchaser or the Profound Subsidiaries have received any written notice indicating that any application for registration of the Purchaser Intellectual Property that is owned by the Purchaser or a Profound Subsidiary has been finally rejected or denied by the applicable reviewing authority, except as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect; and (vi) there is no pending or threatened a...
