Intellectual Property and Intellectual Property Rights. 3.2.19.1 Schedule B sets out an accurate and complete list and description of all Owned IP that is registered with any Governmental Authority (including details as to the jurisdictions, registration dates, and numbers of all registrations), including sufficient particulars to identify (a) each item of Owned IP, Technology, and Technical Information;(b) such item’s respective owner, if that owner is not the Company; and (c) the jurisdictions and particulars of all registrations of, and applications for registration of, the Owned IP (including application number and date filed) made by the Company that are material to, associated with, or used in, the Business. 3.2.19.2 The Company is the only Person to have any right of title and interest, legal or beneficial, in any of the Owned IP, all of which is owned by the Company free and clear of any Encumbrances, and none of which is registered in the name of any Person other than the Company. No consent of any Person is necessary to make, construct, use, reproduce, translate, license, sell, modify, update, enhance or otherwise exploit any Owned IP. All Originating Persons have, by irrevocable written assignments, transferred to the Company all Intellectual Property Rights, and waived all moral rights, that any of them may have enjoyed with respect to any Owned IP to which they contributed. 3.2.19.3 The Company has not assigned, licensed or otherwise granted any interest in any Owned IP, including any right to receive royalties or other payments, to any Person. 3.2.19.4 Other than with respect to a dispute with Vatic Cannabis Co., a Saskatchewan corporation, regarding the Company’s “EDEN” trademark, which has been fully resolved with the Company retaining exclusive rights to use the EDEN trademark, to the Knowledge of the Company, no Person has infringed or misappropriated, or is infringing or misappropriating, any Intellectual Property Right in any Owned IP. 3.2.19.5 All Intellectual Property Rights relating to Owned IP are in full force and effect, and all required registration or other fees have been paid to maintain them all in good standing in those jurisdictions where any associated Owned IP is used. 3.2.19.6 Each registered Trade-▇▇▇▇ forming part of the Owned IP is used in its jurisdiction of registration, in association with all wares and services for which it is registered and in the form appearing in the applicable registration, and has been used with sufficient continuity in association with those wares and services and in that form, and any use by any licensee of any Trade-▇▇▇▇ has been controlled and enforced by the Company so as to avoid any abandonment, cancellation, expungement or other such challenge against that Trade-▇▇▇▇ associated with non-continuous use, or otherwise (including the unenforceability of the Trade-▇▇▇▇), in each applicable jurisdiction. 3.2.19.7 Except as otherwise disclosed to the Buyer in writing: 3.2.19.7.1 the past, current and proposed conduct by the Company of the Business (including all use or other exploitation of the Owned IP by the Company, or any customers, distributors or other licensees of the Company) has not resulted in, and neither does nor will result in, any infringement, violation, misappropriation, or other conflict with any Intellectual Property Right of any Person, and there is no action or proceeding ongoing or threatened that alleges any such violation, misappropriation, or other conflict; and 3.2.19.7.2 there are no outstanding orders, judgments, rulings, decrees, stipulations, covenants not to ▇▇▇, or agreements (including any funding or facilities agreements or grants from any college, university, or Governmental Authority) relating to any of the Owned IP that restrict the conduct of the Business, the enforcement of any Intellectual Property Rights included in the Owned IP, or the use, exercise, practise, or other exploitation of any Owned IP by the Company, or any of its customers, distributors or other licensees. 3.2.19.8 The Technology, Technical Information, and Owned IP are sufficient to conduct the Business as it is currently conducted. 3.2.19.9 No Owned IP contains any Open Source Components. 3.2.19.10 The Company has in place appropriate disaster recovery plans, procedures and facilities, and has taken all reasonable steps, that are necessary to safeguard all Technology, Technical Information, and Owned IP that is material to the Business, and to restrict unauthorized access to it.
Appears in 1 contract
Sources: Share Purchase Agreement
Intellectual Property and Intellectual Property Rights. 3.2.19.1 Schedule B (a) Section (21)(a) of the Disclosure Letter sets out an accurate and complete list and description of all Owned IP that is registered or assigned with any Governmental Authority Entity (including details as to the jurisdictions, registration datesnumbers, and numbers expiry dates of all registrations), Licensed IP and Technical Information, including sufficient particulars to identify (a) each item of Owned IP, Technology, Intellectual Property and Technical Information;(b) such item’s Information, its respective owner, if that owner is not the Company; Seller, and (c) the nature and jurisdictions of its use, as well as the jurisdictions and particulars of all registrations and assignments of, and applications for registration of, the Owned IP (including application number and date filed) made by the Company that are material to, associated with, or used in, the BusinessSeller.
3.2.19.2 (b) The Company Seller is the only Person to have any right of title and interest, legal or beneficial, in any of the Owned IP, all of which is owned by the Company Seller free and clear of any Encumbrances, Encumbrances and none of which is registered in the name of any Person other than the CompanySeller. No consent of any Person is necessary to make, construct, use, reproduce, translate, license, sell, modify, update, enhance or otherwise exploit any Owned IP. All Originating Persons have, by irrevocable written assignments, transferred to the Company Seller all Intellectual Property Rights, and waived all moral rights, that any of them may have enjoyed with respect to any Owned IP to which they contributed.
3.2.19.3 The Company (c) Except as disclosed in Section (21)(c) of the Disclosure Letter, the Seller has not assigned, licensed or otherwise granted any interest in any Owned IP, including any right to receive royalties or other payments, to any Person.
3.2.19.4 Other than with respect to a dispute with Vatic Cannabis Co., a Saskatchewan corporation, regarding the Company’s “EDEN” trademark, which has been fully resolved with the Company retaining exclusive rights to use the EDEN trademark, to the Knowledge (d) Except as disclosed in Section (21)(d) of the CompanyDisclosure Letter, no Person has infringed or misappropriated, or is infringing or misappropriating, any Intellectual Property Right in any Owned IP.
3.2.19.5 All Intellectual Property Rights relating to Owned IP are in full force and effect, and all required registration or other fees have been paid to maintain them all in good standing in those jurisdictions where any associated Owned IP is used.
3.2.19.6 Each registered Trade-▇▇▇▇ forming part of the Owned IP is used in its jurisdiction of registration, in association with all wares and services for which it is registered and in the form appearing in the applicable registration, and has been used with sufficient continuity in association with those wares and services and in that form, and any use by any licensee of any Trade-▇▇▇▇ has been controlled and enforced by the Company so as to avoid any abandonment, cancellation, expungement or other such challenge against that Trade-▇▇▇▇ associated with non-continuous use, or otherwise (including the unenforceability of the Trade-▇▇▇▇), in each applicable jurisdiction.
3.2.19.7 Except as otherwise disclosed to the Buyer in writing:
3.2.19.7.1 the past, current and proposed conduct by the Company of the Business (including all use or other exploitation of the Owned IP by the Company, or any customers, distributors or other licensees of the Company) has not resulted in, and neither does nor will result in, any infringement, violation, misappropriation, or other conflict with any Intellectual Property Right of any Person, and there is no action or proceeding ongoing or threatened that alleges any such violation, misappropriation, or other conflict; and
3.2.19.7.2 there are no outstanding orders, judgments, rulings, decrees, stipulations, covenants not to ▇▇▇, or agreements (including any funding or facilities agreements or grants from any college, university, or Governmental Authority) relating to any of the Owned IP that restrict the conduct of the Business, the enforcement of any Intellectual Property Rights included in the Owned IP, or the use, exercise, practise, or other exploitation of any Owned IP by the Company, or any of its customers, distributors or other licensees.
3.2.19.8 The Technology, Technical Information, and Owned IP are sufficient to conduct the Business as it is currently conducted.
3.2.19.9 No Owned IP contains any Open Source Components.
3.2.19.10 The Company has in place appropriate disaster recovery plans, procedures and facilities, and has taken all reasonable steps, that are necessary to safeguard all Technology, Technical Information, and Owned IP that is material to the Business, and to restrict unauthorized access to it.
Appears in 1 contract
Sources: Asset Purchase Agreement