Right to Intellectual Property. Except as set forth on Schedule 3.20.1, the Company owns, or has, fully paid, rights to use, all patents, trademarks, trade names, service marks, copyrights, and any applications therefore, maskworks, net lists, schematics, technology, know-how, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material (excluding Commercial Software) that are used in the business of the Company as currently conducted (the "Company Proprietary Rights"). The Commercial Software used in the Company's business has been acquired and used by the Company on the basis of and in accordance with a valid license from the manufacturer or the dealer authorized to distribute such Commercial Software, free and clear of any claims or rights of any third parties. The Company is not in breach of any of the terms and conditions of any such license and has not been infringing upon any rights of any third parties in connection with its acquisition or use of the Commercial Software.
Right to Intellectual Property. The Parties agree that all rights and licenses granted under or pursuant to Section 5.1 and Section 5.2 of this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, as such section may be amended, licenses to rights to "intellectual property" as defined in the Bankruptcy Code. The Parties agree that Lilly, as licensee of such rights, shall retain and may exercise all of its rights and elections under the Bankruptcy Code, including, without limitation, Section 365(n).
Right to Intellectual Property. The Company and each Company Sub owns, or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, domain names, service marks, copyrights, and any applications for the foregoing, maskworks, net lists, schematics, technology, know-how, trade secrets, algorithms, concepts, processes, methods, data, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material that are used in its business as currently conducted by the Company or such Company Sub or as currently proposed by the Company to be conducted (the “Company Proprietary Rights”), free and clear (in the case of Company Proprietary Rights owned by the Company or any Company Sub) of any and all Encumbrances. To the Company’s Knowledge, there is no reason why the Company or each Company Sub will not be able to continue to own or have legally enforceable rights to use all Company Proprietary Rights used in its business as currently conducted and as currently proposed by the Company to be conducted, without any infringement or conflict with the rights of others. Except as set forth in Schedule 3.17.1 hereto, all of the Company’s and Company Sub’s rights in and to the Company Proprietary Rights (excluding Commercial Software), including (if applicable) the right to create derivatives, are freely assignable in the name of the Company or the applicable Company Sub and the Company or the applicable Company Sub, as the case may be, is under no obligation to obtain any approval or consent for use of any of the Company Proprietary Rights.
Right to Intellectual Property. Consultant represents and warrants that Consultant has the rights to all concepts, products or processes, copyright, trademark, patent or other intellectual property incorporated into the Services to the extent provided by, through or under Consultant (and not by Company).
Right to Intellectual Property. 43 ARTICLE XXI DISCONTINUATION OF DEVELOPMENT 43 ARTICLE XXII RESULTS OF PROJECT 43 22.1
Right to Intellectual Property. Any work product produced by HITq pursuant to this Agreement is intended to be "work for hire" within the meaning of the Copyright Act of 1976, as amended and all such work and all copies thereof shall be the exclusive property of Client. HITq shall have no proprietary interest in the work product developed by HITq, and HITq expressly assigns to Client all rights, ownership and interest (including copyrights) to any works or things created jointly or singly by HITq during performing the work. At the termination of this Agreement or upon request of Client, HITq shall deliver or return all copies of work product hereunder, together with any other materials furnished by Client. HITq retains the right to provide consulting services of similar type and scope to any current or future customer. HITq will keep confidential any proprietary customer information, while retaining full rights to exercise consultative skills and expertise that may be enhanced by experience gained under the scope of this Agreement.
Right to Intellectual Property. EOIR owns exclusively or has the right to use, free and clear of all mortgages, liens, pledges, loans, claims, encumbrances or restrictions of any kind whatsoever, all the Intellectual Property that is material to the conduct of its businesses as currently conducted or proposed to be conducted. To the knowledge of Sellers, EOIR is not infringing upon or otherwise acting adversely to the right or claimed right of any person under or with respect to any of the Intellectual Property. SCHEDULE 2.16
(A) identifies each patent, trademark registration, service mxxx registration and copyright registration and any and all applications therefor, with respect to the Intellectual Property, or application for any of the foregoing, which is owned or licensed by EOIR, has been issued to EOIR or has been submitted by EOIR for issuance. To the knowledge of the Sellers, all applications for registration of such Intellectual Property were true and accurate at the time of filing and all fees to maintain such Intellectual Property have been paid. The Intellectual Property constitutes all the intellectual property used in and necessary to the conduct of the business of EOIR, as such business is currently being conducted, and all intellectual property required for products and services under development by EOIR as of the date hereof.
Right to Intellectual Property. Except as set forth on Schedule 3.18 hereto, the Company owns, or has the right to use, all patents, trademarks, trade names, service marks, copyrights, and any applications therefore, maskworks, net lists, schematics, technology, know-how, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material (excluding Commercial Software) that are used in the business of the Company as currently conducted (the “Company Proprietary Rights”). The Commercial Software used in the business of the Company has been acquired and used by the Company on the basis of and in accordance with a valid license from the manufacturer or the dealer authorized to distribute such Commercial Software. A complete list of the Commercial Software used in the business of the Company is set forth on Schedule 3.18. The Company is not in breach of any of the material terms and conditions of any such license and has not received notice that it is infringing upon any rights of any third parties in connection with its acquisition or use of the Commercial Software.
Right to Intellectual Property. Except as set forth on Schedule 3.17 hereto, the Company and its Subsidiaries own, or have perpetual, fully paid, worldwide rights to use, all patents, trademarks, trade names, service marks, copyrights, and any applications therefor, maskworks, net lists, schematics, technology, know-how, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material (excluding Commercial Software) that are used in the business of the Company and its Subsidiaries as currently conducted (the "Company Proprietary Rights").
Right to Intellectual Property. Except as set forth in Section 3.17.1 of the Company Disclosure Schedule, the Company and its Subsidiaries own, or have perpetual, fully paid, worldwide rights to use, all patents, industrial designs, trademarks, trade names, service marks, copyrights, and any applications therefor, maskworks, net lists, schematics, technology, inventions, know-how, trade secrets, algorithms, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material that are used in the business of the Company and its Subsidiaries as currently conducted by the Company and its Subsidiaries (the "Company Proprietary Rights"), free and clear of any and all Encumbrances. To the knowledge of the Company or any of its Subsidiaries, there is no reason why the Company and its Subsidiaries will not be able to continue to own or have perpetual, fully paid, worldwide rights to use all Company Proprietary Rights necessary for the lawful conduct of its or their business as currently conducted and as currently proposed to be conducted, without any infringement or conflict with the rights of others. Except as set forth in Section 3.17.1 of the Company Disclosure Schedule, all of the rights of the Company and its Subsidiaries in and to the Company Proprietary Rights are freely assignable in the name of the Company or one of its Subsidiaries, including the right to create derivatives, and the Company and its Subsidiaries are under no obligation to obtain any approval or consent for use of any of the Company Proprietary Rights.
