Transferred IP. (a) Until Closing, Toppan will exercise commercially reasonable efforts consistent with Toppan’s IP policies to prosecute the patent applications included in the Transferred IP and to maintain the patents included in the Transferred IP.
(b) The Parties shall cause Newco to take all necessary steps to record the transfer of the Transferred IP with the Japan Patent Office and other relevant patent offices and to perfect the transfer of the Transferred IP promptly after the Closing. Toppan shall provide reasonable assistance to Newco in this regard.
(c) Before Closing, Toppan shall inform VIA in writing of the estimated time and costs necessary for the issuance of the patent applications included in the Transferred IP. The Parties shall discuss these estimates and VIA shall, after discussion, acknowledge these estimates.
(d) After Closing, Newco shall be solely responsible for prosecuting any patent applications included in the Transferred IP. Toppan shall provide reasonable assistance to Newco with respect to ongoing patent applications in exchange for reasonable compensation payable by Newco as agreed by the Parties.
Transferred IP. The definition of “Transferred IP” in Section 1.01(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Transferred IP. In the event that any intellectual property is created by Supplier during the performance of Services exclusively or upon order for Maxim other than Manufacturing, Supplier hereby agrees to promptly disclose to Maxim any such intellectual property other than a Maxim Technology Improvement (“Transferred IP”), and hereby irrevocably assigns, transfers, and conveys all of its rights, title, and interest in and to the Transferred IP, and all IP Rights therein and thereto, to Maxim [***]. Upon such assignment of all rights, title, and interest in and to the Transferred IP, Maxim shall grant Supplier a perpetual, irrevocable, nonexclusive, royalty-free license to use all such Transferred IP with no limitations. In the event Supplier designs, develops, authors, creates, or acquires any intellectual property that is neither a Maxim Technology Improvement nor a Transferred IP, it and all IP Rights therein shall be solely owned by Supplier.
Transferred IP. Subject to the terms and conditions of this Agreement, effective the Effective Date, APIL hereby sells, assigns, transfers, conveys and delivers to Purchaser, and Purchaser hereby purchases, acquires and accepts from APIL, all of APIL’s right, title and interest on the Effective Date throughout the world in and to the Transferred IP.
Transferred IP. “Transferred IP” has meaning set forth in Section 1.1(f).
Transferred IP. The Sellers shall have delivered to the Buyer at the Closing documents to permit the Buyer to record the assignment from the Sellers to the Buyer of any Registered Transferred IP and evidence the assignment of the unregistered Trademarks included in the Transferred IP, duly executed by the applicable Seller.
Transferred IP. (1) Each relevant Key Holder Party owns all necessary rights (including the rights of development, maintenance, licensing and sale), title and interest in and to, free and clear of all Encumbrances, or otherwise has all necessary and valid rights to use, all the Transferred IP, and no item of such Transferred IP is subject to any outstanding material injunction, judgment, order, decree, ruling or charge. Each material Transferred IP is valid, enforceable and subsisting, in full force and effect and has not been cancelled, expired or abandoned. The possession, development, use, marketing, licensing, sale or other exploitation by each Key Holder Party of any and all of the Transferred IP does not materially infringe, violate, misappropriate or otherwise interfere or conflict with any patent, trademark or other right, title or interest of any third party. There is no notice, claim or assertion (in writing or otherwise) that (1) any item of Transferred IP is invalid or any proprietary or other right therein is owned by a Person other than a Key Holder Party or (2) any Key Holder, any item of Transferred IP or the conduct of the Principal Business as currently conducted materially infringes, violates, misappropriates or otherwise interferes or conflicts with any right, title or interest of any third party, and no actual, pending or, to the Knowledge of the Key Holder, threatened claim, action, opposition, re-examination, interference or cancellation proceeding with respect thereto.
(2) Each Transferred IP is owned by or registered or applied for solely in the name of the relevant Key Holder Parties, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied, except as has not materially and adversely affected the rights, title and interest to the Transferred IP. No Key Holder Party or, to the Knowledge of the Key Holder, any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Transferred IP to be invalid, unenforceable or not subsisting, provided that it shall not constitute a breach of this clause if the relevant Key Holder Parties have applied for registration, but fail to obtain the registration for reasons not attributable to such Key Holder Parties. Except as would not reasonably be expected to have a Material Adverse Effect, (A) no Transferred IP is the subject of any Encumbrance, license or other contract granting rights therein to an...
Transferred IP. NXP agrees that, as between NXP and Dutch Newco, as of the Closing, Dutch Newco is the sole and exclusive owner of all right, title and interest in and to the Transferred IP, and that, under this Agreement, NXP acquires no right, title or interest in or to any of the foregoing, other than the rights expressly granted hereunder.
Transferred IP. Section 2.02 of the License Agreement is hereby amended and replaced in its entirety to read as follows:
Transferred IP. The Schedule E-5 attached hereto set forth the material trademarks, domain names, patents and copyrights necessary to the operation of the Target Business as of the date hereof. To the Knowledge of the JD Parties, each of the JD Parties and their relevant Affiliates owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to Transferred IP owned by it.
