Seller IP Assets definition

Seller IP Assets means, collectively:

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Seller IP Assets means any and all Intellectual Property Rights and Technology that (a) are owned by Seller or any of its Subsidiaries (including all Purchased IP Assets); (b) are licensed to Seller or any of its Subsidiaries; (c) were developed or created by or for Seller or any of Subsidiaries; or (d) are used, useful, held for use or intended to be used in, or is necessary for or otherwise related to the conduct of the Business as presently or heretofore conducted or as presently proposed to be conducted, including Intellectual Property Rights and Technology created by any of the founders, employees, independent contractors or consultants of Seller or any of its Subsidiaries for or on behalf or in contemplation of any such entity, whether before or after the incorporation of such entity.

Seller IP Assets means, collectively, (a) subject to the interests of Penn and the other ReGenX Licensors therein, the Listed Patents, (b) any rights to develop, make, use, have made, import, export, sell, have sold and/or offer to sell any Licensed Products, and (c) any other intellectual property or other proprietary rights of any kind that are owned or held by, or licensed to, Seller.

Examples of Seller IP Assets in a sentence

In no event shall Seller be required to incur any obligation of any kind with respect to, and any directions provided by Purchaser under this Section 6.7 shall not include any direction regarding, the prosecution, maintenance, enforcement or defense of the Seller IP Assets.
The Company is the exclusive owner of the Seller IP Assets and has good and marketable title to the Seller IP Assets, free and clear of any Liens.
To the Seller’s Knowledge, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Seller IP Assets.
Without limiting the generality of the foregoing, the Seller has entered into binding, written agreements with every current and former employee, and with every current and former independent contractor, whereby such employees and independent contractors (i) assign to the Seller any ownership interest and right they may have in the Seller IP Assets; and (ii) acknowledge the Seller’s exclusive ownership of all Seller IP Assets.
Seller has taken all commercially reasonable steps necessary to protect its right, title and interest in and to the Seller IP Assets and from and after the Contribution, the Company has taken all commercially reasonable steps necessary to protect its right, title and interest in and to the Seller IP Assets.
The Seller is not subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or would restrict or impair the use of any Seller IP Assets.
To Seller’s Knowledge, there is no patent, patent application or other Intellectual Property rights of any third party that would prevent Buyer from using the Seller IP Assets in the Field.
To Seller’s Knowledge, the Seller IP Assets constitute all of the Intellectual Property necessary for Buyer to manufacture and sell the Products in the Field immediately following the Closing Date.
The Seller has taken all reasonable steps to maintain the Seller IP Assets and to protect and preserve the confidentiality of all trade secrets included in the Seller IP Assets, including requiring all Persons having access thereto to execute written non-disclosure agreements.
With respect to the Seller IP Assets, Seller has not misappropriated and neither Seller nor the Company is misappropriating the subject matter of any trade secrets of any other Person, nor has Seller or the Company received any written notice of, and To Seller’s Knowledge there is no reasonable basis for, a claim of such misappropriation.

More Definitions of Seller IP Assets

Seller IP Assets means, collectively, (a) the ▇▇▇▇▇▇ Patent Rights, (b) the ▇▇▇▇▇▇ Technology, (c) the Enanta Patent Rights, (d) the Enanta Technology, (e) the Joint Patent Rights, (f) the Joint Technology, (g) the Licensed Patent Rights, (h) the Patent Rights, (i) the Program Inventions, (j) the Program Patent Rights, (k) any rights to develop, make, use, have made, import, export, sell, have sold and/or offer to sell any Products, and (l) any other intellectual property or other proprietary rights of any kind that are owned or held by, or licensed to, Seller.

Seller IP Assets means the Intellectual Property included in the Contributed Assets contributed and assigned from Seller to the Company under the Contribution Agreement.

Seller IP Assets means all Business IP Assets any Seller Group Entity owns or has a license to, other than Restricted IP Assets.

Seller IP Assets means, collectively, (a) the Abbott Patent Rights, (b) the Abbott Technology, (c) the Enanta Patent Rights, (d) the Enanta Technology, (e) the Joint Patent Rights, (f) the Joint Technology, (g) the Licensed Patent Rights, (h) the Patent Rights, (i) the Program Inventions, (j) the Program Patent Rights, (k) any rights to develop, make, use, have made, import, export, sell, have sold and/or offer to sell any Products, and (l) any other intellectual property or other proprietary rights of any kind that are owned or held by, or licensed to, Seller.