Validity and Ownership. Subscriber acknowledges and admits the validity of Greenlots’ ownership, of all Intellectual Property Rights in relation to the Greenlots Intellectual Property, and agrees that it will not, directly or indirectly, challenge or contest the validity of the Greenlots Intellectual Property, or any registrations thereof and/or applications therefore in any jurisdiction, or the right, title and interest of Greenlots therein and thereto, nor will it claim or register any interest in the Greenlots Intellectual Property in any jurisdiction, other than the rights expressly granted hereunder.
Validity and Ownership. Licensee admits the validity, and Licensor’s sole ownership, of the Licensed Marks, and agrees that any and all goodwill, rights or interests that might be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor. If Licensee obtains rights or interests in the Licensed Marks, Licensee hereby transfers those rights or interests to Licensor. Licensee admits and agrees that, as between Licensor and Licensee, Licensee have been extended only a mere permissive right to use the Licensed Marks as provided in this Agreement which is not coupled with any ownership interest.
Validity and Ownership. Distributor acknowledges that Manufacturer manufacture’s a product line of low-voltage architectural landscaping light products which are unique and trademarked.
Validity and Ownership. (a) Licensee acknowledges that Licensee's use of Licensed Intellectual Property arises only out of the licenses granted under this Agreement and is subject to the superior rights of Licensor to the extent not inconsistent with this Agreement. Except (i) for the reversionary right held by JDTI pursuant to the JDTI Purchase Agreement, and (ii) to the extent that Licensor's ownership of the Licensed Patents may be affected by its failure to have paid any maintenance fees required to be paid to the United States Patent and Trademark Office (the "USPTO") relating thereto, Licensor has good and marketable title to all of the Licensed Intellectual Property, free and clear of any pledge, lien, encumbrance, charge or other security interest, claims of any third parties, or any other such restrictions on transfer, and Licensee will acquire its license to the Licensed Intellectual Property, free and clear of all such interests, claims or restrictions.
(b) Except for the royalty payments required to be paid to JDTI under the JDTI Purchase Agreement and any maintenance fees required to be paid to the USPTO in connection with the patents listed on Schedule A attached hereto, no royalties or other amounts are payable by the Licensor to other person or entity by reason of the ownership or use of such Licensed Intellectual Property.
(c) To the knowledge of Licensor, no Licensed Intellectual Property licensed to Licensee by the Licensor pursuant to this Agreement violates or will violate any license or infringes or will infringe any intellectual property rights of another person or entity, nor has the Licensor received any notice that any of the Licensed Intellectual Property licensed to Licensee by the Licensor pursuant to this Agreement conflicts or will conflict with the rights of others.
(d) There are no claims pending or, to the Licensor's knowledge threatened with respect to any Licensed Intellectual Property licensed to Licensee by the Licensor pursuant to this Agreement, nor does there exist any basis therefor.
Validity and Ownership. Novavax represents and warrants that the Patent Rights and the trademark, Novasome(R) delivery system, are valid and enforceable, and that Novavax is the rightful, lawful and sole owner of the Patent Rights, the Adjuvants, the Novasome(R) delivery system, the Novasome(R) delivery system trademark, the Novavax Improvements, the Novavax Know-How, and the Novavax IP.
