Transferred Intellectual Property. Except as otherwise contemplated by Section 8.02, from and after the Closing, none of Seller nor the Selling Affiliates shall make any filings with any Governmental Entity relating to the Transferred Intellectual Property, nor grant or attempt to grant any material options, licenses or agreements relating to the Transferred Intellectual Property.
Transferred Intellectual Property. (a) The Exhibits listing the Transferred Patents and the Transferred Trademarks are, to Aradigm’s knowledge, complete and accurate. With respect to Transferred Patents, those Transferred Patents that are Registered Patents are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and are not subject to any unpaid maintenance fees or taxes falling due within 90 days after the Closing Date. There are no proceedings or actions known to Aradigm before any court, tribunal (including the United States Patent and Trademark Office (the “PTO”) or equivalent authority anywhere in the world) related to any such Registered Patent.
(b) To Aradigm’s knowledge, each Registered Patent that is a Transferred Patent is properly filed and is currently pending or issued, and all necessary registration, maintenance and renewal fees in connection with such Registered Patent that is a Transferred Patent have been paid and all necessary documents and certificates in connection with such Registered Patent have been filed with the relevant patent authorities in the United States or foreign jurisdictions in which Aradigm has elected to pursue such Registered Patent, as the case may be, for the purposes of maintaining such Registered Patent. There are, to Aradigm’s knowledge, no actions that must be taken by Aradigm within 90 days after the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any responses to PTO office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any such Registered Patent. To the extent Aradigm has acquired from any Person any Technology or Intellectual Property Right, in each case that are included in the Assigned Assets, Aradigm has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Technology and Intellectual Property Rights (including the right to seek past and future damages with respect thereto) to Aradigm. To the maximum extent provided for by, and in accordance with, applicable laws and regulations, Aradigm has recorded each such assignment of a Registered Intellectual Property Right assigned to Aradigm with the relevant Governmental Body, including the PTO, the U.S. Copyright Office, or their respective equivalents in any relevant foreign jurisdiction, as the case may be. Aradigm has not claimed a...
Transferred Intellectual Property. Insofar as they relate primarily to the SES Business:
(a) A complete and accurate list of the Transferred Intellectual Property is set forth on Schedule 1.01(a). The Seller owns or has the right to use pursuant to license, sublicense, public domain, agreement, or permission the Transferred Intellectual Property.
(b) Except as set forth in Schedule 3.09(b), the Seller’s use of the Transferred Intellectual Property in connection with the SES Business has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and, except as set forth in Schedule 3.09(b), none of the Seller’s officers have ever received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any claim that the Seller must license or refrain from using any Transferred Intellectual Property rights of any third party to the extent related to the SES Business. To the Knowledge of the Seller, except as set forth in Schedule 3.09(b), no third party has interfered with, infringed upon, or misappropriated in any material respect any Transferred Intellectual Property rights of the Seller with respect to the SES Business.
(c) Schedule 3.09(c) identifies (i) each trade name registration or trademark registration and application for registration filed by the Seller, (ii) each copyright registration or application for registration filed by the Seller, (iii) each patent which has been issued to the Seller, applied for by the Seller with respect to any of the Transferred Intellectual Property and (iv) each material license, agreement, or other permission which the Seller has granted to any third party with respect to any of the Transferred Intellectual Property. Except as set forth on the Schedule 3.09(c) with respect to each such item of Transferred Intellectual Property required to be identified in Schedule 1.01(a):
(i) the Seller possesses all rights, title, and interest in and to the item of Transferred Intellectual Property, free and clear of any security interest, license or other restriction other than Permitted Liens;
(ii) the item of Transferred Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; and
(iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of the Seller, is threatened which challenges...
Transferred Intellectual Property. (a) The Business Entities own, or are licensed or otherwise possess the right to use, all the Transferred Intellectual Property, and the Transferred Intellectual Property, together with the Excluded Intellectual Property, is all the intellectual property necessary to conduct the Business substantially as currently conducted by the Business Entities in all material respects.
(b) Schedule 4.10(b) sets forth a list of patents, registered copyrights, registered trademarks, registered trade names and registered service marks, and any pending applications therefor, included in the Transferred Intellectual Property.
(c) To the Seller's Knowledge, except as set forth on Schedule 4.10(c), no claims with respect to the Transferred Intellectual Property have been asserted and are pending as of the date of this Agreement (i) to the effect that the sale, licensing or use of any of the products of the Business infringes any other party's valid copyright, trademark, service xxxx, trade secret or other intellectual property right, (ii) against the use by any Business Entity of any trademarks, service marks, trade names, trade secrets, copyrights, patents, technology, know-how or computer software programs or applications used in the Business as currently conducted, or (iii) challenging the ownership or use by any Business Entity or any of the Transferred Intellectual Property that any Business Entity purports to own or use, nor, to each Seller's Knowledge, is there a valid basis for such a claim described in this Section 4.10(c).
Transferred Intellectual Property. Parent shall make no filings with any Governmental Entity relating to the Transferred Intellectual Property, nor grant or attempt to grant any material options, licenses or agreements relating to the Transferred Intellectual Property.
Transferred Intellectual Property. The domain names constituting a portion of the Transferred Intellectual Property have been duly registered with a duly accredited and appropriate domain name registrar and such registration remains in full force and effect as of the Closing Date. With regards to the Business and the Purchased Assets, there are no pending or, to Sellers’ knowledge, threatened claims by any Person or Governmental Authority of a violation, infringement, misuse or misappropriation by Sellers of any intellectual property owned by any third party, or of the invalidity of any registration of any domain name included in the Transferred Intellectual Property, nor, to Sellers’ knowledge, is there any valid basis for any such claims.
Transferred Intellectual Property. (a) The Seller owns, has the right to use, sell, license and dispose of, and has the right to bring actions for the infringement of, the Intellectual Property.
(b) Prior to Closing Seller shall provide to the Acquiror a complete list of all Intellectual Property held by Seller;
(c) There are no royalties, honoraria, fees or other payments payable to any Person or claimed by any Person by reason of the ownership, use, license, sale or disposition of the Intellectual Property or the manufacture or sale of the Products.
(d) The Seller has not received from any Person in the past five (5) years any written notice, charge, complaint, claim or assertion that its activities or contemplated activities with respect to the Products infringe or would infringe any Intellectual Property Rights of any Person, and no such claim is impliedly threatened by an offer to license from another Person under a claim of use.
(e) The Seller has not sent to any Person in the past five (5) years, or otherwise communicated to any Person, any written notice, charge, complaint, claim or other assertion of any present, impending or threatened infringement by or misappropriation of, or other conflict with, any Intellectual Property by such other Person.
(f) The Seller has not licensed any of the Intellectual Property to any third Person, other than implied licenses granted by the Seller in connection with the sale of its products.
(g) Other than the Intellectual Property already disclosed to the Acquiror, the Seller does not own or license any Intellectual Property Rights.
Transferred Intellectual Property. For the avoidance of doubt, the Transferred Intellectual Property shall be assigned to Clorox U.S. or such other entity as Purchaser and Clorox Parent may agree prior to the Closing pursuant to Section 5.6(c) (the “Purchaser Transferee”).
Transferred Intellectual Property. The Aesthetics Business Intellectual Property, specified on Exhibit 1.1(d) hereto and all reissues, re-examinations and extensions thereof, and all know-how and all invention records, including for example “enveloppe Sxxxxx” if applicable, created by internal and external personnel, and in the case of know-how and invention records, to the extent exclusively related to the Aesthetics Business regardless of whether proper protection has been sought or maintained (hereinafter the “Transferred Intellectual Property”);
Transferred Intellectual Property. (a) Section 1.1 of the Agreement is hereby amended by deleting the definitions of “Licensed Manufacturing IP” and “Manufacturing IP”.
(b) Section 2.1(b)(vii) of the Agreement is hereby amended and restated as follows:
(vii) (A) the patents and patent applications owned by Sellers or their Controlled Affiliates which are Related to the Business including those listed on Schedule 2.1(b)(vii) according to owner on the date hereof (the “Patents”), (B) the patents in-licensed by Sellers or their Affiliates which are Related to the Business according to licensee on the date hereof (the “Licensed Patents”), (C) the internet domain names, trademarks and service marks, and all applications and registrations for the foregoing, owned by Sellers or their Controlled Affiliates and Related to the Business (including the Actavis Marks), together with all common law rights associated with the trademarks and service marks which are the subject of such registrations and applications and the goodwill associated therewith (the “Marks”), (D) the trademarks and service marks in-licensed by Sellers or their Controlled Affiliates and Related to the Business according to licensee on the date hereof, together with all common law rights associated with the trademarks and service marks which are the subject of any and all registrations and applications and the goodwill associated therewith (the “Licensed Marks”), (E) copyrights in (i) all design history files described in Section 2.1(b)(x), (ii) the Manufacturing Instructions, (iii) the Technical Information and (iv) all Promotional Activities, (F) trade dress, logos, packaging design, and slogans, copyrights in both published and unpublished works, including all compilations, in each case, solely if Related to the Business or primarily related to the Products, (G) customized databases and customized computer programs used to operate Equipment, manuals and other documentation and all copyrights and applications thereof, and all derivatives, translations, adaptations and combinations thereof, in each case, if Related to the Business or primarily related to the Acquired Assets, (H) the Know-How Related to the Business, (I) all other Intellectual Property Related to the Business or primarily related to the Acquired Assets, (J) all copies and tangible embodiments thereof of each of the foregoing (in whatever form or medium), and (K) all rights to xxx at law or in equity for all Claims or causes of actions arising out of or related to any...
