Representations Regarding Intellectual Property Clause Samples
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Representations Regarding Intellectual Property. Schedule 2 hereto contains a complete and accurate list as of the date hereof of all patented and registered Intellectual Property owned by the Borrower and of all pending applications for the registration of other Intellectual Property owned or filed by the Borrower. Schedule 2 also contains a complete and accurate list of all licenses and other rights granted by the Borrower to any third party with respect to the Intellectual Property and licenses and other rights granted by any third party to the Borrower. Except for Permitted Encumbrances and except as may be set forth in Schedule 2 (a) the Borrower owns and possesses all right, title and interest in and to, or has a valid and enforceable license to use, all of the Intellectual Property necessary for the operation of the Borrower's business as presently conducted or proposed to be conducted; (b) no claim by any third party contesting the validity, enforceability, use or ownership of any Intellectual Property has been made, is currently outstanding or, to the Borrower's knowledge, is threatened, and, to the Borrower's knowledge, there are no grounds for any such claim; (c) the Borrower has not received any notice of, nor is the Borrower aware of any facts which indicate the likelihood of, any material infringement or misappropriation by, or conflict with, any third party with respect to any Intellectual Property, nor has the Borrower received any claim of infringement or misappropriation of, or other conflict with, any intellectual property rights of any third party; (d) the Borrower has not materially infringed, misappropriated or otherwise conflicted with any intellectual property rights of any third party, nor is Borrower aware of any material infringement, misappropriation or conflict which will occur as a result of the continued operation of the business of the Borrower as presently conducted or proposed to be conducted;
Representations Regarding Intellectual Property. With respect to each patent and patent application included within the Assigned Intellectual Property Rights:
(i) each issued, unexpired patent: (a) is, to the knowledge of BIOPHAN, valid and enforceable; and (b) has been properly obtained in accordance with all applicable rules and regulations governing the prosecution of applications for such patent, and BIOPHAN and its Affiliates and their Representatives have not engaged in any fraud or other misconduct with regard to the prosecution or procurement of such patent;
(ii) no claim has been asserted or threatened by any person, with respect to the use of the Assigned Intellectual Property Rights or challenging or questioning the validity or effectiveness of any license or agreement with respect thereto, and, to the knowledge of BIOPHAN, no valid basis for any such claim exists;
(iii) to the knowledge of BIOPHAN, no person, business or products has infringed, misused or misappropriated the Assigned Intellectual Property Rights or currently is infringing, misusing or misappropriating any such rights, and to the knowledge BIOPHAN, neither the use of the Assigned Intellectual Property Rights, nor the manufacture, marketing, distribution, use or sale of any product or service currently under development by BIOPHAN, infringes on the Intellectual Property of any person in a manner;
(iv) for each issued, unexpired patent or pending patent application, in all material respects, (A) all necessary application, annuity, maintenance and renewal fees in connection with all patent and patent applications have been paid and (B) all necessary documents and certificates in connection therewith have been filed with the relevant authority for the purpose of maintaining the patent registrations or applications; and
(v) no issued, unexpired patent is undergoing cancellation, re-examination, termination or withdrawal proceedings.
Representations Regarding Intellectual Property. Schedule 2 hereto contains a complete and accurate list as of the date hereof of all patented and registered Intellectual Property owned by the Borrower and of all pending applications for the registration of other Intellectual Property owned or filed by the Borrower. Schedule 2 also contains a complete and accurate list of all licenses and other rights granted by the Borrower to any third party with respect to the Intellectual Property and licenses and other rights granted by any third party to the Borrower that are necessary for the Borrower's business. Except for Permitted Encumbrances and except as may be set forth in Schedule 2 (a) the Borrower owns and possesses
Representations Regarding Intellectual Property. Schedule 2 hereto contains a complete and accurate list as of the date hereof of all patented and registered Intellectual Property owned by the Borrower and of all pending applications for the registration of other Intellectual Property owned or filed by the Borrower. Schedule 2 also contains a complete and accurate list of all licenses and other rights granted by the Borrower to any third party with respect to the Intellectual Property and licenses and other rights granted by any third party to the Borrower. Except for Permitted Encumbrances and except as may be set forth in Schedule 2 (a) the Borrower owns and possesses all right, title and interest in and to, or has a valid and enforceable license to use, all of the Intellectual Property necessary for the operation of the Borrower's business as presently conducted or proposed to be conducted; (b) no claim by any third party contesting the validity, enforceability, use or ownership of any Intellectual Property has been made, is currently outstanding or, to the Borrower's knowledge, is threatened, and,