Common use of Intangible Property Rights Clause in Contracts

Intangible Property Rights. The Disclosure Schedule lists all patents, patent applications, inventions, licenses, trade names, trademarks, service marks, brandmarks, copyrights or registrations or applications therefor, franchises and other assets of like kind (such assets and rights herein called "Rights"), used in Seller's business, which are registered in the name of Seller or which affect the Assets in any manner whatsoever (including any such rights held by Parent), the ownership of all the foregoing being separately stated. The expiration dates, if any, of each of the Rights are set forth in the Disclosure Schedule by product. Seller or Parent owns and possesses all Rights used in the conduct of Seller's business; such Rights are adequate for the conduct of Seller's business and the ownership and development of the Assets, and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and are not being infringed or violated by any other person or entity. All Rights are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. No products sold or services provided by Seller infringe the rights of others. All licenses granted to Seller by others with respect to the business of Seller are set forth in the Disclosure Schedule, and all such licenses are freely assignable. No director, officer, employee, agent or affiliate of Seller or Parent owns, directly or indirectly, in whole or in part, any Rights which the business of Seller has used, or the use of which is necessary for or in furtherance of the business of Seller as now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the like used in the operation of Seller's business (herein called "Know-How") are owned exclusively by Seller, free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Buyer shall have all rights and interest in and to such Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the Closing hereunder.

Intangible Property Rights. The Disclosure Schedule lists Intangible Property Rights are the only material intangible property used by Seller in the Business, and from and after the Closing Date, Buyer shall have the right to use all patentsof the Intangible Property Rights in the Business consistent with Seller's use of the Intangible Property Rights in the Business. Seller owns, patent applications, inventions, or holds adequate licenses, trade namesor other rights to use, trademarksall of the Intangible Property Rights, service markssuch use does not conflict with, brandmarksinfringe on or otherwise violate any rights of any other person. Except as disclosed in Schedule 4.5, copyrights or registrations or applications therefor, franchises and other assets all of like kind (such assets licenses and rights herein called "Rights"), used in Seller's business, which are registered transferable to Buyer without cost or liability to Buyer and will be included in the name Purchased Assets being sold to Buyer hereunder. Except as set forth on Schedule 4.5, Seller has not granted, transferred or assigned any right, license or interest in any of its Intangible Property Rights. In no instance has the eligibility of any copyright to any material property included in the Intangible Property Rights been forfeited to the public domain by omission of any required notice or any other action. All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of any of the Intangible Property Rights on behalf of Seller either (i) in the case of any copyright, have been party to a "work-for-hire" arrangement or which affect the Assets agreement with Seller, in any manner whatsoever (including any such rights held by Parent)accordance with applicable federal and state law, the that has accorded Seller full, effective, exclusive and original ownership of all United States copyrights thereby arising or (ii) shall, prior to the foregoing being separately statedClosing, have executed appropriate instruments of assignment in favor of Seller as assignee that convey to Seller full, effective and exclusive ownership of all Intangible Property Rights thereby arising. The expiration dates, if any, of each of the Rights are Except as set forth in Schedule 4.5, Seller has not infringed, is not now infringing and has not received notice of any infringement, on any patent, trade name, trademark, service mark, ▇▇pyright, trade secret, trade dress, design, invention, technology, know-how, process or other proprietary right belonging to any other person, firm or corporation, which infringement would have an adverse effect on any of the Disclosure Schedule by productPurchased Assets or the Business. Seller or Parent owns and possesses all Rights used in To the conduct best of Seller's business; such Rights are adequate for the conduct of Seller's business and the ownership and development of the Assetsknowledge, and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and are not being infringed or violated there is no infringement by any other person or entity. All Rights are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. No products sold or services provided by Seller infringe the rights of others. All licenses granted to Seller by others with respect to the business of Seller are set forth in the Disclosure Schedule, and all such licenses are freely assignable. No director, officer, employee, agent or affiliate of Seller or Parent owns, directly or indirectly, in whole or in part, any Rights which the business of Seller has used, or the use of which is necessary for or in furtherance of the business of Seller as now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the like used in the operation of Seller's business (herein called "Know-How") are owned exclusively by Seller, free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Buyer shall have all rights and interest in and to such Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the Closing hereunderIntangible Property Right.

Intangible Property Rights. The Schedule 2.12 of the Seller's Disclosure -------------------------- Schedule lists all patentsof the inventions, patent applications, inventionstrade secrets, licenses, trade names, trademarks, service marks, brandmarks, copyrights or registrations or and applications therefor, franchises and other assets of like kind therefor that Seller uses to conduct the Poultry Diagnostic Business (such assets and rights herein called "Rights"), used in Seller's business, which are registered in the name of Seller or which affect the Assets in any manner whatsoever (including any such rights held by Parent), the ownership of all the foregoing being separately stated. The expiration dates, if any, of each of the Rights are Except as set forth in Section 2.12 of the Disclosure Schedule by product. Seller or Parent owns and possesses all Rights used in the conduct of Seller's business; Disclosure Schedule, such Rights are adequate for the conduct of Seller's business and the ownership and development of the Assets, and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and are not being infringed or violated by any other person or entity. All Rights Purchased Assets that consist of Rights, are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer Buyer, pursuant to the terms of this Agreement and the License Agreement, free of any equitiesEncumbrances, claimsexcept for those provided in license agreements previously provided to the Buyer and for such Encumbrances that would not have a material adverse effect on Buyer after the Closing. Except as set forth in Section 2.12 of the Seller's Disclosure Schedule, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to othersthe Rights to any third party. No products sold or services provided To the Seller's Knowledge, the Purchased Assets that consist of Rights employed by Seller in connection with the Poultry Diagnostic Business do not infringe upon: other than patents, any Rights, proprietary rights or intellectual property of any other person, firm, corporation or other entity. The documents reflecting the rights Purchased Assets that consist of others. All licenses granted Rights are current and accurate and sufficient in detail and content to Seller identify the Rights and permit the full and proper use by others with respect to the business of Seller are set forth in the Disclosure ScheduleBuyer, and all such licenses are freely assignablehave been provided to Buyer. No director, officer, employee, agent or affiliate of Seller or Parent owns, directly or indirectly, in whole or in part, any Rights which the business of Seller has used, or the use of which is necessary for or in furtherance of the business of Seller as now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the like used in the operation Each of Seller's business (herein called "Know-How") employees who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed any of the Assets that consist of Rights, or who has Knowledge of or access to information relating to it, has been put on notice that such Rights are owned exclusively proprietary to Seller and are not to be divulged or misused and has executed a form of proprietary information and inventions agreement provided to and approved by Buyer. To the Knowledge of Seller, free the Assets that consist of Rights are presently valid and protectable, and not part of the public knowledge or literature, nor have they been used, divulged, or appropriated for the benefit of any equities, claims, liens, encumbrances past or restrictions present employees or of whatever nature and Seller has not granted any license or right thereto to others. Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Buyer shall have all rights and interest in and to such Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the Closing hereunderSeller.

Intangible Property Rights. The Disclosure Schedule lists all patents, patent applications, inventions, licenses, trade names, trademarks, service marks, brandmarks, registered copyrights or registrations or applications therefor, franchises and other assets of like kind (such assets and rights herein called "“Rights"”), used in Seller's businessthe Business, which are registered in the name of Seller or which affect the Assets in any manner whatsoever (including any such rights held by ParentAffiliates), the ownership of all the foregoing being separately stated. The expiration dates, if any, of each of the Rights are set forth in the Disclosure Schedule by product. Seller owns or Parent owns and possesses license rights to all Rights used in the conduct of Seller's businessthe Business; such Rights are adequate for the conduct of Seller's business and the ownership and development of the Assets, Business and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and to Seller’s knowledge are not being infringed or violated by any other person or entity. All Rights are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. No products sold or services provided by Seller infringe the rights of others. All licenses granted to Seller by others with respect to the business of Seller Business are set forth in the Disclosure Schedule, and except as set forth on the Disclosure Schedule all such licenses are freely assignable. No director, officer, employee, agent or affiliate of Seller or Parent owns, directly or indirectly, in whole or in part, any Rights which have been used in the business of Seller has usedBusiness by Seller, or the use of which is necessary for or in furtherance of the business of Seller Business as now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the like used in the operation of Seller's business the Business (herein called "“Know-How"”) are owned exclusively by Seller, free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Buyer shall have all rights and interest in and to such Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the Closing hereunder.