Common use of Remedent Intellectual Property Clause in Contracts

Remedent Intellectual Property. Schedule 7.1.3 lists each patent, registered trademark, design mxxx, service mxxx and trade name, registered copyright and domain name, and each application for any of the foregoing, that is included among the Intellectual Property owned by or licensed to Remedent embedded in GlamSmile Veneer Products. Except as set forth in Schedule 7.1.3, (a) Remedent has all right, title and interest in and to the Intellectual Property related to the GlamSmile Veneer Products owned by it, free and clear of all liens or other encumbrances; (b) there is no claim or notice of infringement of the Intellectual Property rights of any other Person pending or threatened in writing within the two (2) year period preceding the date hereof, against Remedent relating to the operation of Remedent’s business; (c) each material item of Intellectual Property related to the GlamSmile Products owned by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property of Remedent have been timely filed with the appropriate authorities and paid; (d) to the Knowledge of Remedent, each material item of Intellectual Property related to the GlamSmile Veneer Products licensed to and used by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property used by Remedent have been timely filed with appropriate authorities and paid; (e) to the Knowledge of Remedent, no Person is infringing or misappropriating the Intellectual Property of Remedent except for such infringements or misappropriations that would not reasonably be likely to have, individually or in the aggregate, a material adverse effect on Remedent, its business or its ability to fulfill its obligations under this Agreement; (f) no present or former employee of Remedent has any proprietary, financial or other interest, direct or indirect, in any material item of the Intellectual Property of Remedent; (g) Remedent has taken reasonable precautions to protect trade secrets constituting material Intellectual Property owned or used by Remedent, including the execution of appropriate agreements, (h) to the Knowledge of Remedent, Remedent has not entered into any agreements, commitments or other arrangement with any other Third Party, in each case that would (1) prohibit Remedent from fulfilling its obligations hereunder or (2) be inconsistent or in conflict with the rights granted to GlamSmile hereunder; and (i) the use by GlamSmile of the Intellectual Property owned or licensed by Remedent does not infringe, misappropriate or violate any Intellectual Property rights of any Person.

Appears in 1 contract

Samples: Distribution, License and Manufacturing Agreement (Remedent, Inc.)

AutoNDA by SimpleDocs

Remedent Intellectual Property. Schedule 7.1.3 14.1.6 lists each patent, registered trademark, design mxxxxxxx, service mxxx xxxx and trade name, registered copyright and domain name, and each application for any of the foregoing, that is included among the Intellectual Property owned by or licensed to Remedent embedded in GlamSmile Veneer related to the Products. Except as set forth in Schedule 7.1.314.1.6, (a) Remedent has all right, title and interest in and to the Intellectual Property related to the GlamSmile Veneer Products owned by it, free and clear of all liens or other encumbrances; (b) there is no claim or notice of infringement of the Intellectual Property rights of any other Person pending or threatened in writing within the two (2) year period preceding the date hereof, against Remedent relating to the operation of Remedent’s business; (c) each material item of Intellectual Property related to the GlamSmile Products owned by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property of Remedent have been timely filed with the appropriate authorities and paid; (d) to the Knowledge of Remedent, each material item of Intellectual Property related to the GlamSmile Veneer Products licensed to and used by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property used by Remedent have been timely filed with appropriate authorities and paid; (e) to the Knowledge of Remedent, no Person is infringing or misappropriating the Intellectual Property of Remedent except for such infringements or misappropriations that would not reasonably be likely to have, individually or in the aggregate, a material adverse effect on Remedent, its business or its ability to fulfill its obligations under this Agreement; (f) no present or former employee of Remedent has any proprietary, financial or other interest, direct or indirect, in any material item of the Intellectual Property of Remedent; and (g) Remedent has taken reasonable precautions to protect trade secrets constituting material Intellectual Property owned or used by Remedent, including the execution of appropriate agreements, (h) to the Knowledge of Remedent, . Use by Remedent has not entered into any agreements, commitments or other arrangement with any other Third Party, in each case that would (1) prohibit Remedent from fulfilling its obligations hereunder or (2) be inconsistent or in conflict with the rights granted to GlamSmile hereunder; and (i) the use by GlamSmile of the Intellectual Property owned or licensed by Remedent does not infringe, misappropriate or violate any Intellectual Property rights of any Person.

Appears in 1 contract

Samples: Distribution, License and Manufacturing Agreement (Remedent, Inc.)

Remedent Intellectual Property. Schedule 7.1.3 14.1.6 lists each patent, registered trademark, design mxxxmark, service mxxx mark and trade name, registered copyright and domain name, and each application for any of the foregoing, that is included among the Intellectual Property owned by or licensed to Remedent embedded in GlamSmile Veneer related to the Products. Except as set forth in Schedule 7.1.314.1.6, (a) Remedent has all right, title and interest in and to the Intellectual Property related to the GlamSmile Veneer Products owned by it, free and clear of all liens or other encumbrances; (b) there is no claim or notice of infringement of the Intellectual Property rights of any other Person pending or threatened in writing within the two (2) year period preceding the date hereof, against Remedent relating to the operation of Remedent’s business; (c) each material item of Intellectual Property related to the GlamSmile Products owned by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property of Remedent have been timely filed with the appropriate authorities and paid; (d) to the Knowledge of Remedent, each material item of Intellectual Property related to the GlamSmile Veneer Products licensed to and used by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property used by Remedent have been timely filed with appropriate authorities and paid; (e) to the Knowledge of Remedent, no Person is infringing or misappropriating the Intellectual Property of Remedent except for such infringements or misappropriations that would not reasonably be likely to have, individually or in the aggregate, a material adverse effect on Remedent, its business or its ability to fulfill its obligations under this Agreement; (f) no present or former employee of Remedent has any proprietary, financial or other interest, direct or indirect, in any material item of the Intellectual Property of Remedent; and (g) Remedent has taken reasonable precautions to protect trade secrets constituting material Intellectual Property owned or used by RemedentXxxxxxxx, including the execution of appropriate agreements, (h) to the Knowledge of Remedent, . Use by Remedent has not entered into any agreements, commitments or other arrangement with any other Third Party, in each case that would (1) prohibit Remedent from fulfilling its obligations hereunder or (2) be inconsistent or in conflict with the rights granted to GlamSmile hereunder; and (i) the use by GlamSmile of the Intellectual Property owned or licensed by Remedent does not infringe, misappropriate or violate any Intellectual Property rights of any Person.

Appears in 1 contract

Samples: Distribution Agreement (Remedent, Inc.)

Remedent Intellectual Property. Schedule 7.1.3 14.1.5 lists each patent, registered trademark, design mxxxxxxx, service mxxx xxxx and trade name, registered copyright and domain name, and each application for any of the foregoing, that is included among the Intellectual Property owned by or licensed to Remedent embedded in GlamSmile Veneer related to the Products. Except as set forth in Schedule 7.1.314.1.5, (a) Remedent has all right, title and interest in and to the Intellectual Property related to the GlamSmile Veneer Products owned by it, free and clear of all liens or other encumbrances; (b) there is no claim or notice of infringement of the Intellectual Property rights of any other Person pending or threatened in writing within the two (2) year period preceding the date hereof, against Remedent relating to the operation of Remedent’s business; (c) each material item of Intellectual Property related to the GlamSmile Products owned by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property of Remedent have been timely filed with the appropriate authorities and paid; (d) to the Knowledge of Remedent, each material item of Intellectual Property related to the GlamSmile Veneer Products licensed to and used by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property used by Remedent have been timely filed with appropriate authorities and paid; (e) to the Knowledge of Remedent, no Person is infringing or misappropriating the Intellectual Property of Remedent except for such infringements or misappropriations that would not reasonably be likely to have, individually or in the aggregate, a material adverse effect on Remedent, its business or its ability to fulfill its obligations under this Agreement; (f) no present or former employee of Remedent has any proprietary, financial or other interest, direct or indirect, in any material item of the Intellectual Property of Remedent; and (g) Remedent has taken reasonable precautions to protect trade secrets constituting material Intellectual Property owned or used by Remedent, including the execution of appropriate agreements, (h) to the Knowledge of Remedent, . Use by Remedent has not entered into any agreements, commitments or other arrangement with any other Third Party, in each case that would (1) prohibit Remedent from fulfilling its obligations hereunder or (2) be inconsistent or in conflict with the rights granted to GlamSmile hereunder; and (i) the use by GlamSmile of the Intellectual Property owned or licensed by Remedent does not infringe, misappropriate or violate any Intellectual Property rights of any Person.

Appears in 1 contract

Samples: Distribution Agreement (Remedent, Inc.)

AutoNDA by SimpleDocs

Remedent Intellectual Property. Schedule 7.1.3 lists each patent, registered trademark, design mxxxxxxx, service mxxx xxxx and trade name, registered copyright and domain name, and each application for any of the foregoing, that is included among the Intellectual Property owned by or licensed to Remedent embedded in GlamSmile Veneer Products. Except as set forth in Schedule 7.1.3, (a) Remedent has all right, title and interest in and to the Intellectual Property related to the GlamSmile Veneer Products owned by it, free and clear of all liens or other encumbrances; (b) there is no claim or notice of infringement of the Intellectual Property rights of any other Person pending or threatened in writing within the two (2) year period preceding the date hereof, against Remedent relating to the operation of Remedent’s business; (c) each material item of Intellectual Property related to the GlamSmile Products owned by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property of Remedent have been timely filed with the appropriate authorities and paid; (d) to the Knowledge of Remedent, each material item of Intellectual Property related to the GlamSmile Veneer Products licensed to and used by Remedent is valid, subsisting, in full force and effect, has not been abandoned or passed into public domain, and all necessary registration, maintenance and renewal documentation and fees in connection with such Intellectual Property used by Remedent have been timely filed with appropriate authorities and paid; (e) to the Knowledge of Remedent, no Person is infringing or misappropriating the Intellectual Property of Remedent except for such infringements or misappropriations that would not reasonably be likely to have, individually or in the aggregate, a material adverse effect on Remedent, its business or its ability to fulfill its obligations under this Agreement; (f) no present or former employee of Remedent has any proprietary, financial or other interest, direct or indirect, in any material item of the Intellectual Property of Remedent; (g) Remedent has taken reasonable precautions to protect trade secrets constituting material Intellectual Property owned or used by Remedent, including the execution of appropriate agreements, (h) to the Knowledge of Remedent, Remedent has not entered into any agreements, commitments or other arrangement with any other Third Party, in each case that would (1) prohibit Remedent from fulfilling its obligations hereunder or (2) be inconsistent or in conflict with the rights granted to GlamSmile hereunder; and (i) the use by GlamSmile of the Intellectual Property owned or licensed by Remedent does not infringe, misappropriate or violate any Intellectual Property rights of any Person.

Appears in 1 contract

Samples: Distribution, License and Manufacturing Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!