Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Transfer of Intellectual Property Rights. If PLL deems it necessary, LTC shall have Transferred all of its Intellectual Property Rights to an entity organized under the laws of the Netherland Antilles or a similar jurisdiction, for tax purposes.
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers. Notwithstanding anything contained in this Agreement or the other Transaction Documents to the contrary, the Company will not be restricted from selling, transferring or otherwise disposing of: (i) any interest in its subsidiaries: Viral Technology, Inc. or MaxPharma, (ii) any interest in its HGP-30 or AIDS technology, (iii) any interest in its L.E.A.P.S. technology, or (iv) so long as any sale, transfer or disposition is made to a corporation with gross annual revenues of at least $100,000,000 or a market capitalization of at least $500,000,000 any interest in its other Intellectual Property Rights. The restriction provided by this Section 3.11 will expire on the earlier of three (3) years from the date of this Agreement or the date the Purchasers no longer own any Shares.
Transfer of Intellectual Property Rights. Nothing herein shall prevent either Party from selling, assigning, or transferring, in whole or in part, any of the Intellectual Property Rights licensed to the other Party hereunder, provided that, any such sale, assignment, or transfer shall be subject to the license granted to the other Party hereunder.
Transfer of Intellectual Property Rights. (a) Upon the terms and subject to the conditions set forth herein, at the Closing Date, Parent shall cause the IP Seller and any other controlled Affiliate that owns Transferred IP to sell, assign, transfer, convey and deliver to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser), and Purchaser shall (or shall cause one or more of its permitted assignees to) purchase and acquire from the IP Seller or such controlled Affiliate, free and clear of all Liens other than Permitted Liens, all of the IP Seller’s or such controlled Affiliate's right, title and interest in and to the Intellectual Property Rights set forth on Section 5.11(a) of the Parent Disclosure Schedule (the “Transfer of Intellectual Property Rights”). Parent and the IP Seller shall promptly take such further actions and execute such documents as are reasonably required to confirm such purchase and sale. The Transfer of Intellectual Property Rights shall not become effective unless and until the occurrence of the Closing.
(b) Nothing in this Section 5.11 nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Intellectual Property Right which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment unless and until such consent shall have been obtained. Upon receipt of any such consent, this Agreement shall be deemed to sell, assign, transfer, convey and deliver such Intellectual Property Rights, as listed in Section 5.11 of the Parent Disclosure Schedule.
(c) In the event that, for any reason, an Intellectual Property Right listed on Section 5.11 of the Parent Disclosure Schedule cannot be sold, assigned, transferred or conveyed to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) at the Closing as contemplated by this Agreement, the IP Seller or such controlled Affiliate will, to the extent permitted by Law and by the terms of the Intellectual Property Right, grant to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) a perpetual license to use such Intellectual Property Right.
(d) To the extent that any portion of copyrighted works, Software or Trade Secrets that do not exclusively depict or refer to a portion of Parent's or its Affiliates' business (other than the Business) or that are not transferred to the Purchaser pursuant to this Agreement or c...
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company, prior to the 180th day after the Effective Date the Company shall not sell or otherwise dispose of any Intellectual Property Rights or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers. Notwithstanding the foregoing, the Company may license the right to promote and use its Intellectual Property Rights to Strategic Partners in the ordinary course of its business without the prior consent of the Purchasers.
Transfer of Intellectual Property Rights. The PARTIES agree as follows regarding the transfer of the intellectual property rights hereunder. The Supplier agrees to transfer exclusively for the use within the Region the title, ownership to the intellectual property rights, including Know-how, patents and the source codes of all the application software of the SYSTEM, which he owns, to the Buyer once the following conditions are fulfilled. The intellectual property rights, including Know-how, patents and the source codes of all the application software of the SYSTEM which Supplier owns then transferred from the Supplier to the Buyer shall be up-to-date and being used in the SYSTEM:
32.1 The Buyer has paid the Supplier an aggregated sum of US$150 million (one hundred and fifty million) (including payments that have been made for the special equipment of Ituran system, System licensing fee, software licensing fee, etc.)
32.2 Upon the completion of the transfer, the BUYER will own the title, ownership to the intellectual property rights, including Know-how, patents and the source codes as mentioned above. The transferred intellectual property rights shall only be used in the Region, and shall not be used for any commercial purpose or any other purpose, outside the Region. The supplier shall retain full title and ownership to the intellectual property rights outside the Region.
Transfer of Intellectual Property Rights. (or if the pending application, may owned after registration) and all other Intellectual Property Rights derived from Transfer of Intellectual Property Rights or related to Transfer of Intellectual Property Rights are owned solely and legally by the Target Company. No Entity shall own any ownership, joint ownership, exclusive licensing right and any other right over Transfer of Intellectual Property Rights and there is no risk that any Entity will obtain any of the aforesaid rights due to Transfer of Business to the Target Company or the Transaction.
Transfer of Intellectual Property Rights. Except in the ---------------------------------------- ordinary course of the Company's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company, the Company shall not transfer, sell or otherwise dispose of, any Intellectual Property Rights, except that the Company may do so in connection with the proposed sale of BHT or other assets constituting less than 5% of the Company's total assets based on the value of such assets as disclosed in the Company's most recently filed SEC Documents, or allow the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and would otherwise expire).
Transfer of Intellectual Property Rights. Neither Assignor nor Ortec is transferring to Assignee any interest in any Patents, other patents or other Intellectual Property of either Assignor or Ortec.
