Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 5 contracts
Sources: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries Subsidiaries own or have possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted, and described in the conduct Prospectus, provided that the foregoing representation is made only to the Company’s Knowledge as it concerns third party rights and trademarks. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses (such as currently conducted infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual PropertyProperty Rights of any other person, “Company Intellectual Property”); (ii) and have not received written notice of any challenge, which is to the Company’s knowledgeKnowledge still pending, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate by any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by Subsidiaries with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation Subsidiaries. To the Company’s Knowledge, the Company and its Subsidiaries’ respective businesses as currently conducted do not infringe, misappropriate, or otherwise violate any valid and enforceable Intellectual Property Rights of any contractual or legal obligation binding on other person. All licenses for the Company, its subsidiaries, or any use of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration StatementProspectus are valid, binding upon, and enforceable by or against the Company and its Subsidiaries, as the case may be, and, to the Company’s Knowledge, the Pricing Disclosure Package other parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and other relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and by general principles of equity. The Company has complied in all material respects with, and is not in breach in any material respect nor has received in writing any asserted or threatened claim of breach of, any Intellectual Property license, and the Prospectus as under development Company has no Knowledge of any breach or anticipated breach by any other person of any Intellectual Property license to which the Company or any subsidiary fall within of its Subsidiaries is a party. Except as described in the scope Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or exclusively licensed tohold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any subsidiaryperson’s privacy or personal information or data rights, and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. To The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken commercially reasonable measures to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the knowledge of time they were employed by or under contract with the Company and its subsidiaries, (A) there is no patent or published patent application in that are material to the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withCompany’s business.
Appears in 5 contracts
Sources: Sales Agreement (BOSTON OMAHA Corp), Underwriting Agreement (BOSTON OMAHA Corp), Sales Agreement (BOSTON OMAHA Corp)
Intellectual Property. (a) Except as would not, individually or disclosed in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 3.8, (i) the Company or its Subsidiaries are the owners of all of the Intellectual Property free and its subsidiaries own clear of any royalty or other payment obligation, lien or charge, or have the right sufficient rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual PropertyProperty under a valid and enforceable license agreement, “Company Intellectual Property”); (ii) to there are no agreements that restrict or limit the Company’s knowledge, use of the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; by the Company or its Subsidiaries, and (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, extent that the Intellectual Property owned or held by the Company or its Subsidiaries are registered with the applicable authorities, record title to such Intellectual Property is registered or applied for in the name of the Company or of its Subsidiaries.
(b) The Company's and Subsidiaries' rights to the Intellectual Property are valid and enforceable, and the Intellectual Property and the products and services of the Company and its subsidiaries is Subsidiaries do not being infringedinfringe upon intellectual property rights of any person or entity in any country. Except where reasonable business decisions to allow rights to lapse have been made, misappropriated all maintenance taxes, annuities and renewal fees have been paid and all other necessary actions to maintain the Intellectual Property rights have been taken through the date hereof. There exists no impediment that would impair the Company's rights to conduct its business or otherwise violated by any person. the business of its Subsidiaries after the Effective Time as it relates to the Intellectual Property.
(c) The Company and its subsidiaries Subsidiaries have complied with taken all reasonable and appropriate steps to protect the material terms Intellectual Property and, were applicable, to preserve the confidentiality of each agreement pursuant to which the Intellectual Property.
(d) Neither the Company nor any of its Subsidiaries has received any notice of claim that any of such Intellectual Property has been expired, is not valid or enforceable in any country or that it infringes upon or conflicts with the intellectual property rights of any third party, and no such claim or infringement or conflict, whenever filed or threatened, currently exists.
(e) Neither the Company nor any of the Subsidiaries has given any notice of infringement to any third party with respect to any of the Intellectual Property or has become aware of facts or circumstances evidencing the infringement by any third party of any of the Intellectual Property, and no claim or controversy with respect to any such alleged infringement currently exists.
(f) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger will not: (i) constitute a breach by the Company or the Subsidiaries of any instrument or agreement governing any Intellectual Property owned by or licensed to the Company or any subsidiaryof the Subsidiaries, and all such agreements are in full force and effect, except in each case as would not reasonably be expected (ii) pursuant to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation terms of any contractual license or legal obligation binding on agreement relating to any Intellectual Property, cause the modification of any terms of any such license or agreement, including but not limited to the modification of the effective rate of any royalties or other payments provided for in any such license or agreement, (iii) cause the forfeiture or termination of any Intellectual Property under the terms thereof, (iv) give rise to a right of forfeiture or termination of any Intellectual Property under the terms thereof, or (v) impair the right of the Company, its subsidiariesthe Subsidiaries, the Surviving Company or Parent to make, have made, offer for sale, use, sell, export or license any of their officers, directors, employees, Intellectual Property or contractors, which violation relates portion thereof pursuant to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withterms thereof.
Appears in 5 contracts
Sources: Merger Agreement (IElement CORP), Merger Agreement (IElement CORP), Merger Agreement (IElement CORP)
Intellectual Property. Except The Company, the Bank and the Subsidiaries own, or are licensed or otherwise possess rights to use free and clear of all Liens all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets, applications and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Proprietary Rights”) used in or necessary for the conduct of the business of the Company, the Bank and the Subsidiaries as now conducted and as proposed to be conducted as Previously Disclosed, except where the failure to own such Proprietary Rights would notnot have any material impact on the Company, individually the Bank or in any Subsidiary. The Company, the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Bank and the Company and its subsidiaries own or Subsidiaries have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Proprietary Rights used in or necessary for the conduct of their respective businesses (such Intellectual Propertywithout infringing the rights of any person or violating the terms of any licensing or other agreement to which the Company, “Company Intellectual Property”); (ii) the Bank or any Subsidiary is a party and, to the Company’s knowledge, no person is infringing upon any of the Proprietary Rights, except where the infringement of or lack of a right to use such Proprietary Rights would not have any material impact on the Company, the Bank or any Subsidiary. Except as Previously Disclosed, no charges, claims or litigation have been asserted or, to the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeknowledge, misappropriate threatened against the Company, the Bank or otherwise violate any Intellectual Property of any person; (iii) Subsidiary contesting the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge right of the Company, the Intellectual Property Bank or any Subsidiary to use, or the validity of, any of the Company Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant other agreements to which Company Intellectual Property has been licensed to the Company Company, the Bank or any subsidiary, and all such agreements Subsidiary is a party relating to Proprietary Rights are in full force and effecteffect and constitute valid, binding and enforceable obligations of the Company, the Bank or such Subsidiary, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company, the Bank or any Subsidiary under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company, the Bank or any Subsidiary, except in each case as for defaults, if any, which would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding material impact on the Company, its subsidiaries, the Bank or any Subsidiary. The validity, continuation and effectiveness of their officers, directors, employees, or contractors, which violation relates all licenses and other agreements relating to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package Proprietary Rights and the Prospectus as under development current terms thereof will not be affected by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required transactions contemplated by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withthis Agreement.
Appears in 5 contracts
Sources: Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (North American Financial Holdings, Inc.)
Intellectual Property. Except as would not(a) To the knowledge of the Company, individually the Company has ownership of or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the aggregatebusiness of the Company and material to the Company (collectively, reasonably be expected "INTELLECTUAL PROPERTY"), other than Intellectual Property generally available on commercial terms from other sources.
(b) There is no material default by the Company under any material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property or (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company.
(c) The Company believes it has taken those steps required in accordance with sound business practice and commercially reasonable business judgment to establish and preserve its ownership of all material patent, copyright, trade secret and other proprietary rights with respect to its products and technology.
(d) To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect, (i) . The Company has not been notified that any proceeding charging the Company and its subsidiaries own with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no patent or have patent application held by any other person which includes claims that would be infringed by the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used Company in the conduct of their respective businesses (its business as currently conducted and as proposed to be conducted in the SEC Documents, where such Intellectual Property, “Company Intellectual Property”); (ii) to infringement would have a Material Adverse Effect. To the knowledge of the Company’s knowledge, the Company’s and its subsidiaries’ conduct Company is not making unauthorized use of their respective businesses does not infringe, misappropriate any confidential information or otherwise violate any Intellectual Property trade secrets of any person; (iii) . Neither the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Intellectual Property Company restricting the Company's or any such employee's engagement in business activities that are material aspects of the Company and its subsidiaries is not being infringed, misappropriated Company's business as currently conducted or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant as proposed to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSEC Documents.
Appears in 5 contracts
Sources: Subscription Agreement (National Coal Corp), Subscription Agreement (National Coal Corp), Subscription Agreement (Peoples Liberation Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The Company and the Company and its subsidiaries Subsidiaries own or have the right to use pursuant to license, sublicense, agreement or permission all patents, patent applications, trademarks, service marks, trademark and servicemark applications, trade names, trademark registrationscopyrights, service ▇▇▇▇ registrationstrade secrets, domain names and other source indicators, copyrights and copyrightable worksnames, know-how, trade secretsinformation, systemssoftware, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “"Intellectual Property”") used necessary for their business as described in the conduct Filed SEC Reports, in each case except where the failure to own or have such right, individually or in the aggregate, have not had, or are not reasonably likely to have, a material impact on the Company and the Company Subsidiaries taken as a whole. To the Knowledge of their respective businesses (the Company, all material registered Intellectual Property owned by the Company and the Company Subsidiaries is valid and enforceable. The Company and the Company Subsidiaries have taken all reasonable steps necessary to protect and maintain the material Intellectual Property they purport to own and to secure assignment of such Intellectual PropertyProperty from its employees and contractors, “as applicable. To the Knowledge of the Company Intellectual Property”); the operation of the businesses of the Company and the Company Subsidiaries has not in the last two (ii2) to the Company’s knowledgeyears infringed, the Company’s misappropriated, or otherwise violated, and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate misappropriate, or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyother Person. Neither the Company nor any of the Company Subsidiaries has received any written or, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration StatementKnowledge of the Company, the Pricing Disclosure Package and the Prospectus as under development by oral communications alleging that the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byCompany Subsidiaries has infringed, misappropriated, or exclusively licensed tootherwise violated the Intellectual Property of any other Person, in each case other than any such infringement, misappropriation, or other violation which, individually or in the aggregate, have not had, or are not reasonably likely to have, a material impact on the Company and the Company Subsidiaries taken as a whole. The Company and the Company Subsidiaries have taken reasonable measures to prevent the unauthorized dissemination or publication of their confidential information and, to the extent contractually required to do so, the Company or any subsidiaryconfidential information of third parties in their possession. To the knowledge Knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within last three (3) years neither the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in nor any of the patents Company Subsidiaries has experienced any incident in which confidential or patent applications included sensitive information, payment card data, personally identifiable information, or other protected information relating to individuals was or may have been stolen or improperly accessed, including any breach of security and neither the Company nor any of the Company Subsidiaries has received any written notices or complaints from any Person with respect thereto, in each case except where any such incident, individually or in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within aggregate, have not had, or are not reasonably likely to have, a material impact on the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withthe Company Subsidiaries taken as a whole.
Appears in 5 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement (Rimini Street, Inc.), Securities Purchase Agreement (Rimini Street, Inc.)
Intellectual Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have not constitute a Material Adverse Effect, (i) to the Knowledge of the Company, the Company and its subsidiaries own or Subsidiaries have the right sufficient rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in the conduct of their respective businesses (such Intellectual Propertythe business of the Company and its Subsidiaries as currently conducted, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice Subsidiaries are the exclusive owners of the Owned Intellectual Property free and clear of any valid claim relating to Liens other than Permitted Liens, (iii) any registrations or pending applications for Owned Intellectual Property; and Property are subsisting, (iv) to the knowledge Knowledge of the Company, the Owned Intellectual Property is valid and enforceable, and (v) the Company and each of its Subsidiaries have taken commercially reasonable measures to maintain the secrecy of all Trade Secrets used in the businesses of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case Subsidiaries.
(b) Except as would not reasonably be expected to have constitute a Material Adverse Effect. No technology employed by , no claims are pending or, to the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation Knowledge of any contractual or legal obligation binding on the Company, its subsidiariesthreatened in writing (i) challenging the ownership, enforceability, scope, validity or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims its Subsidiaries of one any Owned Intellectual Property or more patents or patent applications owned by, or exclusively licensed to, (ii) alleging that the Company or any subsidiary. To of its Subsidiaries is violating, misappropriating or infringing the knowledge Intellectual Property rights of any Person.
(c) Except as would not constitute a Material Adverse Effect, to the Knowledge of the Company, (i) no Person is misappropriating, violating or infringing the rights of the Company or any of its Subsidiaries with respect to any Owned Intellectual Property and (ii) the operation of the business of the Company and its subsidiariesSubsidiaries as currently conducted does not violate, misappropriate or infringe the Intellectual Property rights of any other Person.
(d) Except as would not constitute a Material Adverse Effect, (Ai) there is no patent neither the Company nor any of its Subsidiaries uses or published patent application in distributes, or has used or distributed, any Software licensed, provided, or distributed under any open source license, including any license meeting the U.S. Open Source Definition (as promulgated by the Open Source Initiative) or other jurisdiction the Free Software Definition (as promulgated by the Free Software Foundation) or any Software that contains claims or is derived from any such Software (“Open Source Software”) in any manner that materially interfere with would require any source code of the issued Software included in Owned Intellectual Property to be disclosed, licensed for free, publicly distributed, attributed to any person or pending claims of any patent within dedicated to the public and (ii) the Company Intellectual Property; and its Subsidiaries are in compliance with all terms and conditions of all relevant licenses (Bincluding all requirements relating to notices and making source code available to third parties) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects for all Open Source Software used in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withtheir businesses.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (Xl Group LTD), Merger Agreement (American International Group Inc)
Intellectual Property. (a) Section 4.13(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all patents and patent applications, trademark registrations and applications, copyright registrations and applications and domain name registrations, in each case which are owned by the Company or a Subsidiary of the Company as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have not constitute a Material Adverse Effect, (i) the Company and its subsidiaries own or Subsidiaries have the right sufficient rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in the conduct of their respective businesses (such Intellectual Propertythe business of the Company and its Subsidiaries as currently conducted, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice Subsidiaries are the exclusive owners of the Owned Intellectual Property, free and clear of any valid claim relating to Liens, other than Permitted Liens, (iii) any registrations or pending applications for Owned Intellectual Property; and Property are subsisting, (iv) to the knowledge of the Company, the Owned Intellectual Property is valid and enforceable, and (v) the Company and each of its Subsidiaries have taken commercially reasonable measures to maintain the secrecy of all Trade Secrets used in the businesses of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case Subsidiaries.
(b) Except as would not reasonably be expected to have constitute a Material Adverse Effect. No technology employed by , no claims are pending or, to the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation Knowledge of any contractual or legal obligation binding on the Company, its subsidiariesthreatened in writing (i) challenging the ownership, enforceability, scope, validity, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims its Subsidiaries of one any Owned Intellectual Property or more patents or patent applications owned by, or exclusively licensed to, (ii) alleging that the Company or any subsidiary. To of its Subsidiaries is violating, misappropriating, or infringing the knowledge Intellectual Property rights of any Person.
(c) Except as would not constitute a Material Adverse Effect, to the Knowledge of the Company, (i) no Person is misappropriating, violating, or infringing the rights of the Company or any of its Subsidiaries with respect to any Owned Intellectual Property and (ii) the operation of the business of the Company and its subsidiariesSubsidiaries as currently conducted does not violate, misappropriate, or infringe the Intellectual Property rights of any other Person.
(d) Except as would not constitute a Material Adverse Effect, (Ai) there is no patent neither the Company nor any of its Subsidiaries uses or published patent application in distributes, or has used or distributed, any Software licensed, provided, or distributed under any open source license, including any license meeting the U.S. Open Source Definition (as promulgated by the Open Source Initiative) or other jurisdiction the Free Software Definition (as promulgated by the Free Software Foundation) or any Software that contains claims or is derived from any such Software (“Open Source Software”) in any manner that materially interfere with would require any source code of the issued Software included in Owned Intellectual Property to be disclosed, licensed for free, publicly distributed, attributed to any person, or pending claims of any patent within dedicated to the public and (ii) the Company Intellectual Property; and its Subsidiaries are in compliance with all terms and conditions of all relevant licenses (Bincluding all requirements relating to notices and making source code available to third parties) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects for all Open Source Software used in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withtheir businesses.
Appears in 4 contracts
Sources: Merger Agreement (Aspen Insurance Holdings LTD), Merger Agreement (Aspen Insurance Holdings LTD), Merger Agreement (Aspen Insurance Holdings LTD)
Intellectual Property. Except (a) The Company or a Subsidiary of the Company is licensed to use or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights and mask works, any applications for and registrations of such patents, trademarks, trade names, service marks, copyrights and mask works, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible trade secrets, proprietary information or material ("INTELLECTUAL PROPERTY") that are necessary to conduct the business of the Company and its Subsidiaries as currently conducted, except for such Intellectual Property the absence of which would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
(b) The Company is not, nor will it as a result of the execution and delivery of this Agreement or the performance of the Company's obligations under this Agreement or otherwise be, in breach of or otherwise cause the termination of or limit any license, sublicense or other agreement relating to the Company's Intellectual Property, or any licenses, sublicenses and other agreements as to which the Company or any of its Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries is authorized to use any third-party patents, trademarks or copyrights, including software that is used by the Company or any of its Subsidiaries, except for those the breach of which would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to Effect on the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; .
(iiic) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to To the knowledge of the Company, all patents, trademarks, service marks (or any applications or registrations therefor) and copyrights that are held by the Intellectual Property Company or any of its Subsidiaries, and that are material to the business of the Company and its subsidiaries Subsidiaries as such business is not being infringedpresently conducted, misappropriated or otherwise violated by any personand all Intellectual Property rights pertaining to the Material Company-Owned Software, are current, in effect, valid and subsisting. The Company and its subsidiaries have complied with (i) has not been party to any Action still pending that involves a claim of infringement by the material terms Company of each agreement pursuant to which Company any Intellectual Property right of any third party; and (ii) has been licensed to no knowledge that the Company marketing, licensing or sale of its services infringes any subsidiary, and all such agreements are in full force and effectIntellectual Property right of any third party, except in each case as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding Effect on the Company, its subsidiaries, or any .
(d) The Company has a policy of their officers, directors, employees, or contractors, which violation relates requiring all employees to enter into appropriate confidentiality agreements in order to maintain the breach secrecy and confidentiality of a confidentiality obligation, an obligation to assign all of the Company's material Intellectual Property (including the Material Company-Owned Software), and has done so in all cases except where the failure to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as do so would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Effect on the Company.
(e) The Company has good and marketable title to, has the full right to use and owns solely and outright, all of the software products described known as ConcordDX, Long-Term Care Pharmacy (LTCP), eAstral, and iAstral, and all modifications, revisions, versions, updates, releases, refinements, improvements and enhancements of such products and all derivative works (as such term is used in the Registration StatementU.S. copyright laws) based upon any of such products, whether operational, under development, superseded or inactive, including all object code, source code, system and database architecture, design features, technical manuals, test scripts, user manuals and other documentation therefor, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature and any data bases necessary to operate any such computer program, operating system, application system, firmware or software (all of the Pricing Disclosure Package foregoing is collectively referred to as the "MATERIAL COMPANY-OWNED SOFTWARE"), as relating to the Company's and the Prospectus its Affiliates' respective businesses as under development conducted by the Company and its Affiliates at all times on and before the Effective Time, free and clear of any liens, licenses (other than written license agreements with customers entered into by the Company in the ordinary course of business) or other encumbrances which would in any subsidiary fall way materially limit or restrict the Company's ability to market, license, sell, modify, update, and/or create derivative works for, the Material Company-Owned Software. The Material Company-Owned Software does not incorporate or embody any third-party Intellectual Property.
(f) To the extent that any author or developer of any Material Company-Owned Software was not a regular full-time employee of the Company or its predecessors working within the scope of the claims of one his or more patents or patent applications owned by, or exclusively licensed to, her employment with the Company or its predecessors, at the time such Person contributed to the creation or modification of any subsidiaryMaterial Company-Owned Software, such author or developer has irrevocably assigned to the Company or its predecessors, as applicable, in writing all copyrights, patent rights, trade secrets and other Intellectual Property in such Person's work with respect to such Material Company-Owned Software. None of the Material Company-Owned Software is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of the Company, any of its predecessors or any third Person, nor do such have any interest therein or right thereto, including the right to royalty payments.
(g) To the knowledge of the Company, none of the Material Company-Owned Software or its respective past or current uses, including the preparation, distribution, marketing or licensing thereof, has violated or infringed upon, or is violating or infringing upon, any Intellectual Property of any Person. To the knowledge of the Company and its subsidiariesCompany, (A) there no Person is no patent violating or published patent application in the U.S. infringing upon, or other jurisdiction that contains claims that materially interfere with the issued has violated or pending claims of infringed upon at any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in time, any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withMaterial Company-Owned Software.
Appears in 4 contracts
Sources: Merger Agreement (Omnicare Inc), Merger Agreement (NCS Healthcare Inc), Merger Agreement (Omnicare Inc)
Intellectual Property. Except (a) Section 4.16(a) of the Company Disclosure Schedule sets forth a complete and correct list (or, in the case of copyrights, a description) as of the date of this Agreement of all trademark and service ▇▇▇▇ registrations and pending applications, copyright registrations and pending applications, and Internet domain name registrations owned by the Company or any of the Company Subsidiaries. The Company and the Company Subsidiaries as applicable (i) are the sole and exclusive owners of record of all such registrations and applications and (ii) have paid all taxes and fees required to renew and maintain in force and effect through the date of this Agreement all such registrations and applications, except where the failure to pay such fees and taxes would notnot be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries owns or has any interest in any patents or patent applications. No Person has been granted a license or right to use any Intellectual Property owned by the Company or any of the Company Subsidiaries, except in connection with products or services offered by the Company in the ordinary course of business.
(b) The Company and the Company Subsidiaries own or possess adequate licenses or other rights to use all Intellectual Property necessary to conduct their respective businesses as currently conducted, except where the failure to own or possess such rights would not be reasonably be expected to have have, in the aggregate, a Company Material Adverse Effect. Except as would not be reasonably expected to have, in the aggregate, a Company Material Adverse Effect, (i) neither the Company and its subsidiaries own nor any of the Company Subsidiaries is infringing, misappropriating or have the right to use all patentsviolating any Intellectual Property of any other Person, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) neither the Company nor any of the Company Subsidiaries is in breach of, or in default under, any license of Intellectual Property by any other Person to the Company or any of the Company Subsidiaries, (iii) to the Company’s knowledgeKnowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeno Person is infringing, misappropriate misappropriating or otherwise violate violating any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development owned by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications Company Subsidiaries, and (iv) the Company and the Company Subsidiaries have taken commercially reasonable steps to establish policies and procedures requiring employees and contractors with access to Intellectual Property owned by, or exclusively licensed to, by the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in Subsidiaries to maintain the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims confidentiality of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withnon-public information.
Appears in 4 contracts
Sources: Merger Agreement (North Pittsburgh Systems Inc), Merger Agreement (North Pittsburgh Systems Inc), Merger Agreement (Consolidated Communications Holdings, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have the right to use all possess rights in (i) patents, patent applications, trademarks, trademark registrations, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trade marks, service marks, trade names, databases, formulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Registration Statement, the General Disclosure Package and the Final Prospectus. To the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any all Intellectual Property of any person; (iii) the Rights are valid and enforceable. The Company and its subsidiaries have not received any written notice opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any valid claim relating to Intellectual Property; third party and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by unaware of any personfacts which would form a reasonable basis for such a conclusion. The Company and its subsidiaries have complied not received written notice of any challenge, which is to their knowledge after reasonable investigation is still pending, by any other person to the rights of the Company and its subsidiaries with the material terms of each agreement pursuant respect to which Company any Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation subsidiaries, and the Company is unaware of any contractual or legal obligation binding on facts which would form a reasonable basis for any such challenge. To the knowledge of the Company, : (i) the Company and its subsidiaries’ respective businesses as now conducted do not infringe, misappropriate, or otherwise violate any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign valid and enforceable Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property Rights of any third partyother person, except in each case as nor would not reasonably be expected to have a Material Adverse Effect. The products such infringement, misappropriation or violation arise upon the commercialization of any product or service described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus as under development; (ii) there is no pending, threatened, or contemplated action, suit, proceeding or claim by others asserting any such infringement, misappropriation or violation; and (iii) except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. All licenses for the use of the Intellectual Property Rights described in the Registration Statement, the General Disclosure Package and the Final Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any intellectual property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any intellectual property license. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company. The product candidates described in the Registration Statement, the General Disclosure Package and the Final Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withCompany.
Appears in 4 contracts
Sources: Underwriting Agreement (Vital Therapies Inc), Underwriting Agreement (Vital Therapies Inc), Underwriting Agreement (Vital Therapies Inc)
Intellectual Property. (a) Section 3.17(a) of the Disclosure Schedule sets forth a true and complete list of all (i) software owned by any of the Pershing Companies, (ii) all patents and patent applications, (iii) trademark registrations and applications, (iv) copyright registrations and applications and (v) unregistered trademarks, in each case, included in the Company Intellectual Property and, in the case of (i), (iii), (iv) and (v), material to the operation of the Business.
(b) Except as would not, individually or set forth in Section 3.17(b) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the CompanySeller, the conduct of the Business as currently conducted does not and will not, upon Closing, infringe, misappropriate, violate or conflict with the Intellectual Property of any third party (including the Company Seller and its subsidiaries is not being infringedAffiliates), misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property no written claim has been licensed asserted to the Company Seller or any subsidiary, and all such agreements are in full force and effect, except in each case the Pershing Companies that the conduct of the Business as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company currently conducted infringes or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use misappropriates the Intellectual Property of any third party; (ii) to the knowledge of Seller, except no third party is infringing, misappropriating or violating any Company Intellectual Property in any material respect; (iii) with respect to each case item of Company Intellectual Property owned by the Pershing Companies and material to the Business, each of the Pershing Companies, as would not reasonably be expected applicable, is the owner of the entire unencumbered (other than licenses thereof) right, title and interest in and to have a Material Adverse Effect. The products described such Intellectual Property and is entitled to use such Intellectual Property in the Registration Statementcontinued operation of its business; (iv) with respect to each item of Company Intellectual Property licensed to each of the Pershing Companies as licensee and material to the Business as currently conducted, each of the Pershing Companies has the right to use such Intellectual Property in the continued operation of its business as currently conducted and as conducted as of Closing in accordance with the terms of the Company IP License governing such Intellectual Property without the need to pay any additional consideration; (v) to the knowledge of Seller, the Pricing Disclosure Package Company Intellectual Property is valid and the Prospectus as under development enforceable and has not been adjudged invalid or unenforceable in whole or part; (vi) in connection with any registered or applied for Company Intellectual Property owned by the Company or any subsidiary fall within and material to the scope operation of the claims of one or more patents or patent applications owned by, or exclusively licensed toBusiness, the Company or any subsidiary. To has taken commercially reasonable efforts to protect its validity, including, without limitation, the payment of all renewal fees and recordations of all assignments, transfers, name changes, and the like; and (vii) to the knowledge of the Seller, no current or former Pershing Company and its subsidiariesEmployee or contractor is or was party to any valid agreement (directed to non-disclosure, (Anon-compete, exclusive services obligations or the like) there is no patent that restricts, restricted, forbids or published patent application in the U.S. forbade at any time during such Employee or other jurisdiction that contains claims that materially interfere contractor's employment or engagement with the issued Pershing Companies the activities or pending claims performance of any patent within duties of such Employee or contractor for or on behalf of the Pershing Companies in connection with the invention or creation of Intellectual Property for or on behalf of the Pershing Companies.
(c) Except as set forth on Section 3.17(c) of the Disclosure Schedule, the Pershing Companies have taken commercially reasonable measures to protect the secrecy, confidentiality and value of all Trade Secrets used in and material to the operation of the Business (collectively, "Company Trade Secrets") (including without limitation entering into appropriate confidentiality agreements with officers, directors, employees, and other Persons with access to the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withTrade Secrets).
Appears in 4 contracts
Sources: Transaction Agreement, Transaction Agreement (Credit Suisse Group), Transaction Agreement (Credit Suisse First Boston Usa Inc)
Intellectual Property. Except (a) The Transferred Entities either exclusively own free and clear of all Encumbrances, other than Permitted Encumbrances, or have the right pursuant to written Contracts to use, all material Intellectual Property that is used in the conduct of the BGI Business or by a Transferred Entity.
(b) Section 4.11(b) of the Seller’s Disclosure Schedules includes a complete and accurate list of all United States, foreign and multinational: (i) Patents and Patent applications; (ii) Trademarks and Trademark applications; (iii) Internet domain names and (iv) Copyright registrations and applications that are owned by one or more of the Transferred Entities.
(c) Section 4.11(c) of the Seller’s Disclosure Schedules includes a complete and accurate list of all material software programs that are owned by one or more of the Transferred Entities.
(d) The conduct of the businesses of the Transferred Entities as would notconducted as of the date of this Agreement does not materially infringe, misappropriate or otherwise violate the Intellectual Property of any other Person or constitute unfair competition or trade practices under the Laws of any jurisdiction that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) be material to the Company’s knowledge, BGI Business as a whole. Neither Seller nor any of the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) Transferred Entities has within the Company and its subsidiaries have not past two years received any written notice of or written claim asserting any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Companyforegoing. To the Knowledge of Seller, none of the material Intellectual Property owned by any of the Company and its subsidiaries Transferred Entities is not being infringed, misappropriated or otherwise violated by any personother Person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in Neither Seller nor any of the patents Transferred Entities has entered into any Contract granting any other Person the right to bring infringement actions with respect to, or patent applications included otherwise to enforce rights with respect to, any of the material Intellectual Property owned by any of the Transferred Entities.
(e) The Transferred Entities have taken commercially reasonable steps to protect their rights in the Company material Trade Secrets owned by any of them, excluding any information that any Transferred Entity, in the exercise of its business judgment, determined was of insufficient value to protect as a Trade Secret.
(f) Except as set forth on Section 4.11(f) of the Seller’s Disclosure Schedules, neither Seller nor any of the Transferred Entities has conveyed, pledged or otherwise transferred ownership of, or granted or agreed to grant any exclusive license of or right to use, or granted joint ownership of, any material Intellectual Property owned by any of the Transferred Entities to any other Person. None of the material Intellectual Property owned by any of the Transferred Entities is subject to any proceeding or any outstanding decree, order or judgment that restricts in any material respect the relevant Transferred Entity’s use, transfer or licensing of such material Intellectual Property; .
(g) The Transferred Entities use commercially reasonable efforts to protect, in all material respects, (i) personally identifiable information provided by the Transferred Entities’ customers and website users from unauthorized disclosure or use and (Dii) the duty security of candor their information technology systems, and good faith as required by the United States Patent and Trademark Office during the prosecution none of the United States patents and patent applications Transferred Entities has, as of the date hereof, received, within the Company past 24 months, any written claim pending against them alleging any material breach, violation, misuse or unauthorized disclosure of any of the foregoing. The Transferred Entities have not experienced, within the past 24 months, any data loss, breach of security, or other unauthorized access, in any such case, material to the BGI Business, taken as a whole, to its information technology systems or databases by any Person.
(h) From and after the Closing, the Transferred Entities will own or have the right to use pursuant to written Contracts, or as otherwise provided pursuant to this Agreement or any Ancillary Agreement, all Intellectual Property have been materially complied with, and necessary to conduct the BGI Business in all foreign offices having similar requirements, such requirements have been materially complied withmaterial respects as conducted on the date of this Agreement and immediately prior to the Closing.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Barclays Bank PLC /Eng/), Stock Purchase Agreement (BlackRock Inc.), Stock Purchase Agreement (Barclays Bank PLC /Eng/)
Intellectual Property. Except as would notThe Company owns, individually possesses or in the aggregate, reasonably be expected can obtain on commercially reasonable terms sufficient legal rights to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) Property necessary to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Business of the Company and its subsidiaries is not being infringedas presently conducted without any conflict with, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with infringement or misappropriation, of the material terms rights of each agreement pursuant to others, the lack of which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not could reasonably be expected to have a Material Adverse Effect. No technology employed Except for (i) agreements with its own employees or consultants in the form(s) delivered to Buyer, (ii) agreements otherwise provided by Buyer, (iii) standard end-user license agreements for generally commercially available software in object code form or on a hosted basis that will not to any extent be part of any product or service of the Company and related support/maintenance agreements and nonexclusive licenses of the Company’s software and products in object-code form or its subsidiaries on a hosted basis in the Ordinary Course of Business pursuant to standard end-user agreements, the form of which has been obtained provided to Buyer (collectively, “Standard Licenses”), there are no outstanding options, licenses or is being used agreements relating to the Intellectual Property owned or purported to be owned by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiariesand the Company is not bound by or a party to any options, licenses or any of their officers, directors, employees, or contractors, which violation relates agreements with respect to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effectother person or entity. The products described in Company has not received any written communication alleging that the Registration StatementCompany has violated or, by conducting its Business as currently conducted, would violate any of the Pricing Disclosure Package and the Prospectus as under development by Intellectual Property of any other Person, nor is the Company or any subsidiary fall within the scope Seller aware of the claims of one or more patents or patent applications owned by, or exclusively licensed toany basis therefor. Except as described in agreements provided to Buyer, the Company is not obligated to make any payments by way of royalties, fees or otherwise to any subsidiaryowner or licensor of or claimant to any Intellectual Property with respect to the use thereof in connection with the conduct of its Business as presently conducted. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which the Company is a party or by which it is bound which involve indemnification by the Company with respect to infringements of Intellectual Property. To the knowledge of extent the Company and its subsidiaries, (A) there is no patent has embedded any “open source,” “copyleft” or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects “community source” code in any of the patents its products or patent applications included services generally available or in development, including but not limited to any libraries or code licensed under any general public license or similar license arrangement, the Company Intellectual Property; is in compliance with the terms of any such licenses and any such software and licenses. The Company is not subject to any agreement, license or contractual obligation that would require (Dor purport to require) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution distribution, license, or disclosure of the United States patents and patent applications within source code of such software or derivative works thereof or prohibit (or purport to prohibit) the Company Intellectual Property have been materially complied withfrom charging for the distribution, and in all foreign offices having similar requirementslicense or use of the software or derivative works thereof or otherwise limit the use, distribution or license of such requirements have been materially complied withsoftware or derivative works thereof for commercial purposes.
Appears in 4 contracts
Sources: Share Purchase Agreement (BAIYU Holdings, Inc.), Share Purchase Agreement (TD Holdings, Inc.), Share Purchase Agreement (Bat Group, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, General Disclosure Package and the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in subsidiaries. To the Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any contractual or legal obligation binding on other person. All licenses for the Company, its subsidiaries, or any use of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as under development described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or exclusively licensed tohold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company or has not experienced any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s Knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the patents software to be publicly distributed or patent applications included in dedicated to the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withpublic.
Appears in 4 contracts
Sources: Underwriting Agreement (Aura Biosciences, Inc.), Underwriting Agreement (Cardiff Oncology, Inc.), Underwriting Agreement (Aura Biosciences, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Section 3.01(p)(i) of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list (in all material respects) of all patents and applications therefor, registered trademarks and applications therefor, domain name registrations and copyright registrations (if any) that, in each case, are owned by or licensed to the Company or any of its Subsidiaries and are material to the conduct of the business of the Company and its subsidiaries own or have Subsidiaries, taken as a whole, as currently conducted. Such intellectual property rights required to be listed in Section 3.01(p)(i) of the right to use all patentsCompany Disclosure Schedule, patent applications, trademarks, service markstogether with any tradename rights, trade names, trademark registrationssecret or know how rights, service ▇▇▇▇ registrationsrights, domain names trademark rights, patent rights, intellectual property rights in computer programs or software or other type of intellectual property rights, in each case, that are owned or licensed by the Company or any of its Subsidiaries and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in are material to the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property business of the Company and its subsidiaries is not being infringedSubsidiaries, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant taken as a whole, as currently conducted, are collectively referred to which Company herein as “Intellectual Property has been Rights”. All Intellectual Property Rights are either (x) owned by the Company or a Subsidiary of the Company free and clear of all Liens or (y) licensed to the Company or any subsidiary, a Subsidiary of the Company free and clear (to the Knowledge of the Company) of all such agreements are in full force and effectLiens, except where the failure to so own or license such Intellectual Property Rights individually or in each case as the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. No technology employed There are no claims pending or, to the Knowledge of the Company, threatened with regard to the ownership or, to the Knowledge of the Company, licensing by the Company or any of its subsidiaries Subsidiaries of any Intellectual Property Rights which individually or in the aggregate has been obtained had or is being used by would reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries owns, is validly licensed or its subsidiaries in violation of any contractual or legal obligation binding on otherwise has the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates right to the breach of a confidentiality obligation, an obligation to assign use all Intellectual Property Rights, except where the failure to own, have a previous employer, valid license or an obligation otherwise not have rights to use individually or in the Intellectual Property of any third party, except in each case as aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The products described execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the Registration Statementcreation of any Lien in or upon, any Intellectual Property Right, in each case that individually or in the Pricing aggregate has had or would reasonably be expected to have a Material Adverse Effect. Section 3.01(p)(i) of the Company Disclosure Package and Schedule sets forth, as of the Prospectus date hereof, all Contracts under which the Company or any of its Subsidiaries is obligated to make payments to third parties for use of any Intellectual Property Rights with respect to the commercialization of any products that are, as of the date hereof, being sold, manufactured by or under development by the Company or any subsidiary fall within the scope of the claims its Subsidiaries and for which such payments are in excess of one or more patents or patent applications owned by, or exclusively licensed to, the Company or $2,000,000 per year for any subsidiarysingle product. To the knowledge The aggregate amount of all such payments that the Company and its subsidiaries, (A) there is no patent or published patent application Subsidiaries are obligated to make under any Contract of the type described in the U.S. or other jurisdiction immediately preceding sentence that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as not required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, to be disclosed pursuant to such requirements have been materially complied withsentence does not exceed $10,000,000 per year.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Johnson & Johnson), Merger Agreement (Boston Scientific Corp), Merger Agreement (Boston Scientific Corp)
Intellectual Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Hanover, (i) the Company Hanover or its Subsidiaries own all right, title, and its subsidiaries own interest in or have the valid right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “the Intellectual Property”) Property that is used in the conduct their businesses as currently conducted, free of their respective businesses (such Intellectual Property, “Company Intellectual Property”)all Liens; (ii) no Action or Ruling is asserted, pending or, to the CompanyHanover’s knowledgeKnowledge, the Company’s is threatened (including “cease and desist” letters or invitations to take a patent license) against Hanover or its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Subsidiaries with respect to Intellectual Property of any personProperty; (iii) the Company material Intellectual Property that Hanover and its subsidiaries Subsidiaries own, or, to Hanover’s Knowledge, have licensed rights to, is subsisting and unexpired, valid and enforceable, and is not received being infringed or violated by any written notice Person; (iv) Hanover and its Subsidiaries’ conduct of their business as currently conducted does not infringe or violate the rights of any valid claim relating Person; (v) Hanover and its Subsidiaries take all reasonable actions to protect and maintain (x) their Intellectual PropertyProperty (including any that is confidential in nature) and (y) the security, integrity and continuous and proper operation of their Software (including any data processed or stored therein or transmitted thereby); and (ivvi) Hanover and its Subsidiaries have caused all Persons who created, invented or contributed to the knowledge of the Company, the any material proprietary Intellectual Property to assign (or, in the case of the Company and Software any portions that are not customized for or specific to Hanover or its subsidiaries is Subsidiaries, perpetually license) in writing to Hanover all of their rights therein that do not being infringed, misappropriated or otherwise violated vest with Hanover initially by any person. The Company and its subsidiaries have complied with the material terms operation of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case law.
(b) Except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No technology employed by Effect on Hanover, the Company material proprietary Software that Hanover and the Hanover Subsidiaries own, or have licensed rights to, (including Asset Manager, Asset OnSite, LP RSS, Hanover Collateral Reporting System, STARS, ▇▇▇▇▇ Analytics, Auction Platform, Hanover LP/Intex Vector Converter and HDMF Pricing Module) (“Material Software”) as provided is fully operational, performs in material compliance with its subsidiaries has been obtained documentation and, to Hanover’s Knowledge, is materially free of all material bugs, errors, defects, viruses and other corruptants, and the use and enjoyment of the Material Software (as provided) after Closing in a manner consistent with past practice will not, to Hanover’s Knowledge, infringe or is being used by violate the Company or its subsidiaries in violation rights of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.Person
Appears in 4 contracts
Sources: Merger Agreement (Hanover Capital Mortgage Holdings Inc), Merger Agreement (Walter Industries Inc /New/), Agreement and Plan of Merger (Walter Industries Inc /New/)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) The conduct of the business of the Company and its subsidiaries own or have the right Subsidiaries as currently conducted and as currently contemplated to be conducted and the use all patentsof the Company Owned Intellectual Property and the Company Licensed Intellectual Property in connection therewith do not conflict with, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeinfringe upon, misappropriate or otherwise violate any the Intellectual Property rights of any personthird party in any material respect, and no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company and the Subsidiaries as currently conducted or as currently contemplated to be conducted conflicts with, infringes upon or may infringe upon, misappropriates or otherwise violates the Intellectual Property rights of any third party; (ii) with respect to each item of Company Owned Intellectual Property, the Company or a Subsidiary is the exclusive owner of the entire unencumbered right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business without limitation in any material respect; (iii) with respect to each item of Company Licensed Intellectual Property, the Company and or a Subsidiary has the valid right to use such Company Licensed Intellectual Property in the continued operation of its subsidiaries have not received any written notice respective business in accordance with the terms of any valid claim relating to the license agreement governing such Company Licensed Intellectual Property; and (iv) to the knowledge of the Company, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (v) to the knowledge of the Company, no Person is engaging in any activity that infringes upon or misappropriates the Company Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Licensed Intellectual Property has been licensed is valid and enforceable (except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), is binding on all parties to the Company or any subsidiarysuch license, and all such agreements are is in full force and effect, except in each case as would not reasonably be expected ; (vii) to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation knowledge of any contractual or legal obligation binding on the Company, its subsidiaries, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (viii) neither the execution of this Agreement nor the consummation of the Transactions shall adversely affect any of their officers, directors, employees, or contractors, which violation relates to the breach rights of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, Subsidiary with respect to the Company Owned Intellectual Property or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Licensed Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withmaterial respect.
Appears in 4 contracts
Sources: Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (United Energy Group LTD)
Intellectual Property. Except (a) To the knowledge of GETCO, GETCO and its Subsidiaries own or have the right pursuant to written Contracts to use all Intellectual Property that is material to the conduct of the business of GETCO and its Subsidiaries.
(b) Section 3.16(b) of the GETCO Disclosure Schedule sets forth a true and complete list of all currently registered and currently pending applications for registration of Intellectual Property filed by or in the name of GETCO or any of its Subsidiaries in any jurisdiction, indicating for each item the jurisdiction, number and filing date. All of the rights of GETCO and its applicable Subsidiaries in the Intellectual Property identified on Section 3.16(b) of the GETCO Disclosure Schedule are, to the knowledge of GETCO, valid and enforceable. GETCO and its Subsidiaries have taken commercially reasonable actions to maintain and protect the Intellectual Property owned by GETCO or its Subsidiaries (the “GETCO Intellectual Property”) and to protect the secrecy, confidentiality, and value of the trade secrets owned by GETCO or its Subsidiaries, in each case that are material to the conduct of the business of GETCO and its Subsidiaries. GETCO exclusively owns all right, title and interest in and to the GETCO Intellectual Property, free and clear of all Liens, other than Permitted Encumbrances.
(c) To the knowledge of GETCO, the operation of the business of GETCO and its Subsidiaries does not infringe upon or otherwise violate any Intellectual Property rights of others in any material respect.
(d) To the knowledge of GETCO, no Person is infringing upon or otherwise violating any GETCO Intellectual Property in any material respect.
(e) There are no unresolved claims pending or, to the knowledge of GETCO, threatened (i) alleging that GETCO or any of its Subsidiaries infringes, misappropriates or otherwise violates Intellectual Property rights of any third Person in any material respect or (ii) opposing or attempting to cancel any rights of GETCO or any of its Subsidiaries in or to any material Intellectual Property. The consummation of the Mergers would not reasonably be expected to result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, GETCO’s or any of its Subsidiaries’ right to own, use, hold for use, or otherwise exploit any Intellectual Property material to the conduct of the business of GETCO and its Subsidiaries, except as would notnot reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on GETCO.
(f) GETCO and each of its Subsidiaries has secured from each of its employees and contractors, (i) the Company as applicable, valid and its subsidiaries own or have the right to use binding assignments of all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property rights developed by such employee or contractor that comprise any of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated owned or otherwise violated purported to be owned by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company GETCO or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (KCG Holdings, Inc.), Agreement and Plan of Merger (Knight Capital Group, Inc.), Merger Agreement (Knight Capital Group, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company Investview and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service ▇▇▇▇ registrationscopyrights, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses (such Intellectual Propertybusinesses, “Company Intellectual Property”); (ii) to the Company’s knowledgehas infringed, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringemisappropriated, misappropriate conflicted with or otherwise violate violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any person; (iii) the Company and other person or entity. Neither Investview nor any of its subsidiaries have not has received any written communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have result in a Material Adverse Effect. No technology Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by the Company Investview or its subsidiaries has been obtained or is being used by the Company Investview or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directorsdirectors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, employeesencumbrances, defects or contractorsother restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which violation relates to the breach materially restricts or impairs their use of a confidentiality obligation, an obligation to assign any Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as which would not reasonably be expected to have result in a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.)
Intellectual Property. Except as set forth in Section 3.25 of the Company Disclosure Schedule:
(a) Each of the Company and its Subsidiaries: (i) solely owns (beneficially, and of record where applicable), free and clear of all Liens, other than non-exclusive licenses entered into in the Ordinary Course of Business, all right, title and interest in and to its respective Owned Intellectual Property and (ii) has valid and sufficient rights and licenses to all of its Licensed Intellectual Property. The Owned Intellectual Property of the Company and its Subsidiaries is subsisting, and to the Knowledge of Company, any such Owned Intellectual Property that is Registered is valid and enforceable.
(b) The Owned Intellectual Property and the Licensed Intellectual Property of the Company and its Subsidiaries constitute all Intellectual Property used in or necessary for the operation of the respective businesses of the Company and each of its Subsidiaries as presently conducted. Each of the Company and its Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as presently conducted.
(c) Except as would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company, the operation of the Company and each of its Subsidiaries’ respective businesses as presently conducted does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property rights of any Person.
(d) Neither the Company nor any of its Subsidiaries has received any notice (including, but not limited to, any invitation to license or request or demand to refrain from using intellectual property rights) from any Person during the two years prior to the date hereof, asserting that the Company or any of its Subsidiaries, or the operation of any of their respective businesses, infringes, dilutes, misappropriates or otherwise violates any Person’s Intellectual Property rights.
(e) To the Company’s Knowledge, no Person has infringed, diluted, misappropriated or otherwise violated any of the Company’s or any of its Subsidiaries’ rights in its Owned Intellectual Property.
(f) The Company and each of its Subsidiaries has taken reasonable measures to protect: (i) their rights in their respective Owned Intellectual Property and (ii) the confidentiality of all Trade Secrets that are owned, used or held by the Company or any of its Subsidiaries, and to the Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which have not been breached. To the Company’s Knowledge, no Person has gained unauthorized access to the Company’s or its Subsidiaries’ IT Assets.
(g) The Company’s and each of its Subsidiaries’ respective IT Assets: (i) operate and perform in all material respects as required by the Company and each of its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used Subsidiaries in the conduct of connection with their respective businesses (such Intellectual Property, “Company Intellectual Property”); and (ii) to the Company’s knowledgeKnowledge, have not materially malfunctioned or failed within the Company’s past two years. The Company and each of its subsidiaries’ conduct Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices.
(h) The Company and each of its Subsidiaries: (i) is, and at all times prior to the date hereof has been, compliant in all material respects with all applicable Laws, and their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective businesses does not infringecustomers, misappropriate or otherwise violate consumers and employees and (ii) at no time during the two years prior to the date hereof has received any Intellectual Property notice asserting any material violations of any person; (iii) of the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to foregoing. To the knowledge Knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated no facts or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to circumstances exist that would cause the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably of its Subsidiaries to be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise deemed not to use the Intellectual Property of be in satisfactory compliance in any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere respect with the issued or pending claims applicable privacy of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects customer information requirements contained in any relevant federal and state privacy Laws.
(i) For purposes of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.this Agreement:
Appears in 4 contracts
Sources: Merger Agreement (First of Long Island Corp), Merger Agreement (First of Long Island Corp), Merger Agreement (ConnectOne Bancorp, Inc.)
Intellectual Property. Except as disclosed in the Registration Statement, General Disclosure Package, and Prospectus, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses, and other intellectual property rights and similar rights it believes are necessary or required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package, or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, the Company is not now infringing any valid claim of any issued patents, copyrights, or trademarks of others. The Company has not conducted a “freedom to operate” study. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect or as disclosed in the Registration Statement. Other than as specifically described in the Registration Statement, the General Disclosure Package, or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, the Prospectus, or the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Company’s products or planned products as described in the Registration Statement, the General Disclosure Package, or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all of the Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality, and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 3 contracts
Sources: Underwriting Agreement (Grom Social Enterprises, Inc.), Underwriting Agreement (Grom Social Enterprises, Inc.), Underwriting Agreement (Grom Social Enterprises, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service ▇▇▇▇ registrationscopyrights, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the conduct of their respective businesses (such Intellectual Propertyfuture as described in the SEC Reports and, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has in any material respect infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than as described in the SEC Reports and except as would not, singly or in the aggregate have a Material Adverse Effect. As of the Effective Date, neither the Company nor any of its subsidiaries has received any written communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity, except as would not, singly or in the aggregate have a Material Adverse Effect. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company and or its subsidiaries is not being infringed, misappropriated or otherwise violated by any personwhich would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied with the taken reasonable steps necessary to secure their interests in such material terms of each agreement pursuant to which Company Intellectual Property has been licensed from their employees and contractors and to protect the Company or any subsidiary, confidentiality of all of their confidential information and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effecttrade secrets. No technology None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directors, directors or employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected expected, singly or in the aggregate, to have a Material Adverse Effect. Except as disclosed in the SEC Reports, all Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except those that would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect. The products described in the Registration StatementCompany and its subsidiaries are not subject to any judgment, the Pricing Disclosure Package and the Prospectus as under development by order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any subsidiary fall within the scope of the claims of one its subsidiaries entered into or more patents or patent applications owned by, or exclusively licensed to, the Company or become a party to any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application agreement made in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims settlement of any patent within the Company pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 3 contracts
Sources: Securities Purchase Agreement (KALA BIO, Inc.), Securities Purchase Agreement (KALA BIO, Inc.), Securities Purchase Agreement (KALA BIO, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The Company and the Company Subsidiaries own (free and its subsidiaries own clear of any claims, Liens, encumbrances, exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have the right a valid license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in or necessary to carry on their business as currently conducted, and (ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of their respective businesses (Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, “all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property”); (ii) , and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s knowledge, threatened against the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeCompany or any Company Subsidiary concerning the ownership, misappropriate validity, registerability, enforceability, infringement or otherwise violate use of, or licensed right to use, any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to . To the knowledge of the Company, the Intellectual Property none of the Company and its subsidiaries or any of the Company Subsidiaries is not being infringed, misappropriated using or otherwise violated by enforcing any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been owned by or licensed to the Company or any subsidiary, and all such agreements are of the Company Subsidiaries in full force and effect, except in each case as a manner that would not reasonably be expected to have a Material Adverse Effectresult in the abandonment, cancellation or unenforceability of such Intellectual Property. No technology employed by The Company and each of the Company or its subsidiaries Subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates taken all reasonable measures to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use protect the Intellectual Property of any third party, except in each case as would not reasonably be expected owned by or licensed to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc)
Intellectual Property. Except 10.1 Nothing in this Agreement is intended to transfer to Harrow any Intellectual Property Rights owned by Barnet whether solely or jointly as would notat the Commencement Date.
10.2 Barnet hereby grants to Harrow for the purposes of the JPHS a non-exclusive, individually or in the aggregaterevocable, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right royalty-free licence to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service and copy materials the Intellectual Property Rights in which vest solely in Barnet solely for the purpose of providing the Service through the JPHS to Barnet for the duration of this Agreement.
10.3 All and any Intellectual Property Rights in materials developed for or on behalf of the JPHS during the duration of this Agreement shall (as between the Parties) vest in equal shares between the Parties unless agreed otherwise.
10.4 Harrow shall on expiry or termination of this Agreement for any reason ▇▇▇▇▇ registrations▇▇▇▇▇▇ a non-exclusive, domain names perpetual, irrevocable, royalty-free licence to use and copy materials the Intellectual Property Rights in which vest in Harrow for the purpose of providing or having provided the Service to Barnet through the JPHS.
10.5 Nothing in this Clause 10 shall require either Party to provide or disclose to the other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or Party any materials to the extent that they contain confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “or attract legal professional privilege or Intellectual Property”) used Property Rights by the JPHS where such provision or disclosure would amount to a waiver of privilege or put either Party or any employee in the conduct breach of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate any legal obligation or otherwise violate infringe any Intellectual Property Rights.
10.6 Where a claim or proceeding is made or brought against Barnet which arises out of the infringement of any person; (iii) Intellectual Property Rights or because the Company and its subsidiaries have not received any written notice use of any valid claim relating to materials, Data, plant, machinery or equipment in connection with the Service infringes any Intellectual Property; and (iv) to the knowledge Property Rights of a third party then, unless such infringement has arisen out of the Company, the use of any Intellectual Property by or on behalf of Barnet otherwise than in accordance with the terms of this Agreement, Harrow shall indemnify Barnet at all times from and against all direct losses directly arising as a result of any claim and proceeding.
10.7 Where a claim or proceeding is made or brought against Harrow which arises out of the Company and its subsidiaries is not being infringedinfringement of any Intellectual Property Rights or because the use of any materials, misappropriated data, plant, machinery or otherwise violated by any person. The Company and its subsidiaries have complied equipment in connection with the material Service infringes any Intellectual Property Rights of a third party then, unless such infringement has arisen out of the use of any Intellectual Property by or on behalf of Harrow otherwise than in accordance with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiarythis Agreement, Barnet shall indemnify Harrow at all times from and against all such agreements are in full force and effect, except in each case direct losses arising directly as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation result of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package claim and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withproceeding.
Appears in 3 contracts
Sources: Joint Public Health Service Agreement, Joint Public Health Service Agreement, Joint Public Health Service Agreement
Intellectual Property. Except for specific matters described in the General Disclosure Package and the Final Prospectus, the Company and its subsidiaries own, possess or can acquire on reasonable terms, sufficient rights to use, all trademarks, service marks, trade names (including all goodwill associated with the foregoing), patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) material to the conduct of the business now conducted or proposed in the General Disclosure Package or the Final Prospectus to be conducted by them. The Company has taken reasonable and customary actions to prosecute and maintain each material patent and patent application owned by or exclusively licensed to the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party in a manner that could reasonably be expected to have a Material Adverse Effect. Neither the manufacture of, nor the use or sale of, any of the product candidates described in the General Disclosure Package and the Final Prospectus, would, to the Company’s knowledge, materially infringe or otherwise materially violate the Intellectual Property Rights of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the Company and or its subsidiaries own or have the right to use all patentssubsidiaries, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, there is no infringement, misappropriation, breach, default or other violation, or the Company’s and occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries’ conduct , (iii) none of their respective businesses does not infringe, misappropriate or otherwise violate any the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any person; contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, (iiiiv) the Company and its subsidiaries have not received taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any written notice of any valid claim relating to Intellectual Property; subsidiary is contingent upon maintaining the confidentiality thereof and (ivv) to the knowledge Company’s knowledge, all Intellectual Property Rights owned by or exclusively licensed to the Company or any of its subsidiaries are valid and enforceable. Except as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect, there is no pending or threatened action, suit, proceeding or claim by any third party (x) challenging the Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the Companyterms of, the any of their Intellectual Property Rights, (y) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company and or any of its subsidiaries, or (z) alleging that the Company or any of its subsidiaries is not being has infringed, misappropriated or otherwise violated by or conflicted with any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property Rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 3 contracts
Sources: Underwriting Agreement (Achaogen, Inc.), Underwriting Agreement (Achaogen Inc), Underwriting Agreement (Achaogen Inc)
Intellectual Property. Except as would not, individually (a) The Company has ownership or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own license or have the legal right to use all patents, patent applications, trademarks, service markscopyrights, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable workssecrets, know-how, trademarks, trade secretsnames, customer lists, designs, manufacturing or other processes, computer software, systems, proceduresdata compilation, proprietary research results or confidential information and all other worldwide intellectual property, industrial property and proprietary rights used in the business of the Company or its subsidiaries (collectively, collectively “Intellectual Property”) used ). All of such patents, registered trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the conduct of their respective businesses United States and all such jurisdictions.
(such Intellectual Property, “b) The Company Intellectual Property”); (ii) believes it has taken all reasonable steps required in accordance with sound business practice and business judgment to the Company’s knowledge, the Company’s establish and preserve its and its subsidiaries’ conduct ownership of their respective businesses does not infringe, misappropriate or otherwise violate any all material Intellectual Property with respect to their products and technology. To the knowledge of the Company, there is no infringement of the Intellectual Property by any person; third party.
(iiic) To the knowledge of the Company, the present business, activities and products of the Company and its subsidiaries have do not received infringe any written notice intellectual property of any valid claim relating other person. No proceeding charging the Company or its subsidiaries with infringement of any adversely held Intellectual Property has been filed and the Company is unaware of any facts which are reasonably likely to form a basis for any such proceeding.
(d) No proceedings have been instituted or pending or, to the knowledge of the Company, threatened, which challenge the rights of the Company or its subsidiaries to the use of the Intellectual Property; . The Intellectual Property owned by the Company and (iv) its subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part. There is no pending or, to the knowledge of the Company, threatened proceeding by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which are reasonably likely to form a basis for any such claim. Each of the Company and its subsidiaries has the right to use, free and clear of material claims or rights of other persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are required for its products or its business as presently conducted. Neither the Company nor its subsidiaries is not being infringed, misappropriated making unauthorized use of any confidential information or otherwise violated by trade secrets of any person. .
(e) The activities of any of the employees on behalf of the Company and or of its subsidiaries have complied do not violate any agreements or arrangements between such employees and third parties are related to confidential information or trade secrets of third parties or that restrict any such employee’s engagement in business activity of any nature. Each former and current employee or consultant of the Company or its subsidiaries is a party to a written contract with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed or its subsidiaries that assigns to the Company or its subsidiaries all rights to all inventions, improvements, discoveries and information relating to the Company or its subsidiaries, except for any subsidiaryfailure to so do as would not reasonably be expected to result in a Material Adverse Effect.
(f) All licenses or other agreements under which (i) the Company or its subsidiaries employs rights in Intellectual Property, and all such agreements or (ii) the Company or its subsidiaries has granted rights to others in Intellectual Property owned or licensed by the Company or its subsidiaries are in full force and effect, except in each case as and there is no default (and there exists no condition which, with the passage of time or otherwise, would not reasonably be expected to have constitute a Material Adverse Effect. No technology employed default by the Company or such subsidiary) by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withrespect thereto.
Appears in 3 contracts
Sources: Placement Agency Agreement, Placement Agency Agreement (Monaker Group, Inc.), Placement Agency Agreement (Magnegas Corp)
Intellectual Property. Except as would not(a) No Company Intellectual Property or product or service of the Company or any of its Subsidiaries is subject to any proceeding or outstanding decree, individually order, judgment, contract, license, agreement, or stipulation restricting in any manner the use, transfer, or licensing thereof by the Company or any of its Subsidiaries, other than in the aggregateordinary course of business, or which may affect the validity, use or enforceability of such Company Intellectual Property.
(b) The Company and its Subsidiaries own and have good and exclusive title to all Company Intellectual Property free and clear of any material liens or encumbrances (excluding non-exclusive licenses). The Company has licenses (sufficient for the conduct of its business as currently conducted) to all other material Intellectual Property used by the Company.
(c) Neither the Company nor any of its Subsidiaries has transferred ownership of, or granted any exclusive license with respect to, any Intellectual Property that is or was, at any time after January 1, 1999, Company Intellectual Property, to any third party except to customers pursuant to written agreements in the ordinary course of business.
(d) The operation of the business of the Company and its Subsidiaries as such business currently is conducted has not and does not materially infringe or misappropriate the Intellectual Property of any third party or, to its knowledge, constitute unfair competition or trade practices under the laws of any jurisdiction.
(e) Neither the Company nor any of its Subsidiaries has received notice from any third party that the operation of the business of the Company or any of its Subsidiaries materially infringes or misappropriates the Intellectual Property of any third party or constitutes unfair competition or trade practices under the laws of any jurisdiction.
(f) To the Company's knowledge, no person has materially infringed or misappropriated or is materially infringing or misappropriating any Company Intellectual Property.
(g) The Company and each of its Subsidiaries have taken reasonable steps to protect the Company's and its Subsidiaries' rights in the Company's confidential information and trade secrets that it wishes to protect or any trade secrets or confidential information of third parties provided to the Company except where the failure to do so is not reasonably be expected to have a Material Adverse Effect, (i) Effect on the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Artesyn Technologies Inc), Securities Purchase Agreement (Artesyn Technologies Inc), Securities Purchase Agreement (Finestar International LTD)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service ▇▇▇▇ registrationscopyrights, domain names copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and other marketing data, object and source indicators, copyrights and copyrightable workscodes, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “Intellectual Property”"Intangibles") used in necessary for the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (iiits business as now being conducted and as presently contemplated to be conducted in the future. Section 3(l) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Disclosure Schedule sets forth a list of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being Intangibles owned and/or used by the Company or in its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarybusiness. To the knowledge of the Company and its subsidiariesSubsidiaries, (A) neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to s▇▇ or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no patent reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or published patent application in been abandoned or canceled or is the U.S. subject of cancellation or other jurisdiction that contains claims that materially interfere adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the issued protection of the Intangibles used pursuant to licenses. No person is infringing on or pending claims of any patent within violating the Intangibles owned or used by the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits Subsidiaries.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Isecuretrac Corp), Securities Purchase Agreement (Isecuretrac Corp), Securities Purchase Agreement (Isecuretrac Corp)
Intellectual Property. Except as would not, individually or described in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse EffectGeneral Disclosure Package and the Prospectus, (i) the Company and or its subsidiaries own or have possess the lawful right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, General Disclosure Package and the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in subsidiaries. To the Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any contractual or legal obligation binding on other person. All licenses for the Company, its subsidiaries, or any use of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as under development described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution conduct of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withbusiness as currently conducted.
Appears in 3 contracts
Sources: Underwriting Agreement (Molecular Templates, Inc.), Underwriting Agreement (Molecular Templates, Inc.), Underwriting Agreement (Molecular Templates, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and each of its subsidiaries own owns or have possesses the valid right to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and trade secret rights (collectively, “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in that, to the Company’s knowledge, are necessary to conduct of their respective businesses (such as currently conducted, and as proposed to be conducted and described in the SEC Reports. Neither the Company nor any of its subsidiaries has received any opinion from its legal counsel concluding that any activities of its business infringes, misappropriates, or otherwise violates, valid and enforceable Intellectual PropertyProperty Rights of any other person. Neither the Company nor any of its subsidiaries has received written notice of any challenge, “which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property”); (ii) to Property Rights or Intellectual Property Assets owned or exclusively licensed by the Company or its subsidiaries. To the Company’s knowledge, the Company’s and its respective subsidiaries’ conduct businesses as now conducted and as proposed to be conducted do not and will not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of their respective businesses does not infringeany other person. Except as disclosed in the SEC Reports, misappropriate or otherwise violate to the Company’s knowledge, there are no third parties who have rights to any Intellectual Property of any person; (iii) Rights described in the SEC Reports as being owned by or exclusively licensed to the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Companycollectively, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which “Company Intellectual Property has been Rights”), including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property Rights that are disclosed as licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries. To the knowledge of the Company and its subsidiariesCompany’s knowledge, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims infringement by third parties of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within Rights. To the Company Intellectual Property unpatentable; (C) Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Company Intellectual PropertyProperty Rights disclosed in the SEC Reports as being owned by or exclusively licensed to the Company. To the Company’s knowledge, all licenses for the use of the Company Intellectual Property Rights described in the SEC Reports as exclusively licensed to the Company or its subsidiaries (collectively, “Company In-Licenses”) are valid, binding upon and enforceable by or against the Company or its subsidiaries and by or against the other parties thereto in accordance with their terms. The Company and each of its subsidiaries has complied in all material respects with all Company In-Licenses, and is not in breach of any Company In-License. Neither the Company nor any of its subsidiaries has received written notice of any asserted or threatened claim of breach of any Company In-License, and the Company has no knowledge of any breach by any other person of any Company In-License. Except as described in the SEC Reports, there is no pending, and the Company has not received written notice of any threatened, action, suit, proceeding, or claim against the Company or any of its subsidiaries (i) alleging the infringement by the Company or any of its subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, license or other intellectual property right or franchise right of any person; or (ii) challenging the validity, enforceability, or scope of any Company Intellectual Property Rights owned by, and (D) to the Company’s knowledge, exclusively licensed to the Company, including no interferences, oppositions, reexaminations, or government proceedings, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard the Company Intellectual Property Rights, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within included in the Company Intellectual Property Rights owned by the Company have been materially complied with, ; and in all foreign offices having similar requirements, all such requirements have been materially complied with. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s or any of its subsidiaries’ right to own, use, or hold for use any of the Company Intellectual Property Rights described in the SEC Reports as owned by or licensed to the Company for use in the conduct of the business of the Company or its subsidiaries as currently conducted. The Company has at all times complied with all applicable U.S. or non-U.S. laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Except where such claim would not reasonably be expected to have a Material Adverse Effect, no claims have been asserted or threatened in writing against the Company alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company and each of its subsidiaries has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company or any of its subsidiaries and which relate to the Company’s business. All key employees have signed confidentiality and invention assignment agreements with the Company.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Quantum Computing Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own own, possess or have the right can acquire on reasonable terms adequate rights to use all patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names names, copyrights, licenses and know-how (including trade secrets and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) necessary for the conduct of their respective businesses currently conducted as described in the Registration Statement, the General Disclosure Package and all other worldwide intellectual property, industrial property and proprietary rights the Prospectus (collectively, “Intellectual Property”) used in ), and the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate conflict in any Intellectual Property material respect with any such rights of any person; (iii) the others. The Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to of infringement, misappropriation or conflict with any such rights of others. To the knowledge of the Company, there are no valid and enforceable rights of third parties to the Intellectual Property of that are infringed by the business currently conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus, by the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any personsubsidiaries. The Company and its subsidiaries have complied with has no knowledge of any infringement by any third party of any of the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to or other similar rights of the Company or any subsidiaryof its subsidiaries. Except as described in the Registration Statement, the General Disclosure Package and all such the Prospectus, (i) the Company is not aware of outstanding options, licenses or agreements of any kind relating to the Intellectual Property which are required to be described in full force the Registration Statement, the General Disclosure Package and effectthe Prospectus and (ii) neither the Company nor any of its subsidiaries is a party to or bound by any options, except licenses or agreements with respect to the Intellectual Property or other similar rights of any other person or entity which are required to be described in each case as would not reasonably be expected to have a Material Adverse Effectthe Registration Statement, the General Disclosure Package and the Prospectus. No technology employed All Intellectual Property owned by the Company or its subsidiaries has been obtained is free and clear of all liens, encumbrances, defects or is being used by other restrictions (other than non-exclusive licenses granted in the Company or its subsidiaries in violation ordinary course of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partybusiness), except in each case as those that would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. The products Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property, except those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries have taken reasonable and customary actions to protect their rights in and prevent the unauthorized dissemination or publication of their material confidential information and trade secrets, protect any material confidential information provided to them by any other person, and obtain ownership of all material works of authorship and inventions made by its employees, consultants and contractors and which relate to the business of the Company and its subsidiaries currently conducted as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryProspectus. To the knowledge of the The Company and its subsidiaries, (A) there is no patent or published patent application subsidiaries have taken all reasonable steps necessary to secure interests in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; from their employees, consultants, agents and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withcontractors.
Appears in 3 contracts
Sources: Underwriting Agreement, Underwriting Agreement (E2open Inc), Underwriting Agreement (E2open Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) Section 3.21(a) of the Company and its subsidiaries own or have the right to use Disclosure Schedule sets forth a list of all patents, patent applications, registered copyrights, registered marks (including trademarks and service marks, to the extent registered) and applications to register marks, in each case that are owned by the Company or the Company Subsidiaries (collectively, the “Registered Intellectual Property”). The Company or any Company Subsidiary is the sole and exclusive owner of the Registered Intellectual Property. To the Company’s Knowledge, no item of material Registered Intellectual Property is being misappropriated, violated, or infringed in any manner materially adverse to the Company or any of the Company Subsidiaries by any third party.
(b) Section 3.21(b) of the Company Disclosure Schedule sets forth a list of all unregistered trademarks, service marks, marks and trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) that are used in the conduct of their respective businesses the business of the Company and its Subsidiaries (such “Unregistered Marks”). The Company and the Company Subsidiaries have all Intellectual PropertyProperty Rights necessary to use the Unregistered Marks in the business of the Company and its Subsidiaries. To the Company’s Knowledge, no Unregistered Marks are being misappropriated, violated, or infringed in any manner materially adverse to the Company or any of the Company Subsidiaries by any third party.
(c) Section 3.21(c) of the Company Disclosure Schedule sets forth a list of all domain names owned or used by the Company and its Subsidiaries in the conduct of the business of the Company and its Subsidiaries (“Domain Names”). To the Company’s Knowledge, all Domain Names are currently properly registered with the appropriate registration authorities, all registration fees for the Domain Names are fully paid and current, and no claims are pending or, to the Company’s Knowledge, threatened, that would or might affect the Company’s or its Subsidiaries’ continued use and ownership of the Domain Names.
(d) (i) The Company and Company Subsidiaries own or have a valid and enforceable right or license to all material Intellectual Property and all Intellectual Property Rights therein used in the conduct of the business of the Company and its Subsidiaries as currently conducted (the “Company Intellectual Property”); , (ii) no claims are pending or, to the Company’s Knowledge, threatened, alleging that the Company or any of the Company Subsidiaries is or was violating, misappropriating or infringing the rights of any Person with regard to any Intellectual Property Rights and to the Company’s Knowledge neither the Company nor any Company Subsidiary has received any notices regarding the foregoing, and (iii) to the Company’s knowledgeKnowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge operation of the Company, the Intellectual Property business of the Company and its subsidiaries is Subsidiaries as currently conducted does not being violate, misappropriate or infringe, the Intellectual Property Rights of any other Person.
(e) The Company and its Subsidiaries are the sole owners of all Owned Intellectual Property Rights and hold all right, title and interest in and to all Owned Intellectual Property Rights, free and clear of any Encumbrances. There exist no restrictions on the disclosure, use, license or transfer of the Owned Intellectual Property Rights. The consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Owned Intellectual Property Rights or, to the Company’s Knowledge, Licensed Intellectual Property Rights or Intellectual Property Right Licenses. To the Company’s Knowledge, no Person has violated or infringed any Owned Intellectual Property Rights. None of the Owned Intellectual Property Rights has been adjudged invalid or unenforceable in whole or part, and, to the Company’s Knowledge, all such Owned Intellectual Property Rights are valid and enforceable.
(f) The Company and its Subsidiaries have taken actions commensurate with industry standards to maintain and protect all registrations and applications for registration included in the Owned Intellectual Property Rights, including, without limitation, the payment of all applicable fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. Documentation evidencing the complete chain of title with respect to each registration or application for registration included in the Owned Intellectual Property Rights has been properly recorded with each applicable governmental authority.
(g) To the Company’s Knowledge, neither the Company and nor its Subsidiaries has infringed, misappropriated or otherwise violated by any Intellectual Property Right of any third person. There is no claim, action, suit, investigation or proceeding pending against, or, to the Company’s Knowledge, threatened against or affecting, the Company or any of its Subsidiaries relating to any Intellectual Property Rights or any of the Company’s or its Subsidiaries’ rights therein.
(h) The Company and its subsidiaries have complied Subsidiaries are in material compliance with the material terms of each agreement pursuant to which Company all Intellectual Property has been Right Licenses, including, without limitation, all Intellectual Property Right Licenses to all Open Source Software. Section 3.21(h) of the Company Disclosure Schedule sets forth a list of all Restricted Open Source Software used or distributed by the Company or any Company Subsidiary. All Restricted Open Source Software used or distributed by the Company or any Company Subsidiaries is used in a manner that does not require the Restricted Open Source Software to be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivatives; or (iii) redistributable at no charge.
(i) The Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Owned Intellectual Property Rights and Licensed Intellectual Property Rights (i) that are material to the business or operation of the Company or any of its Subsidiaries and the value of which to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected of its Subsidiaries is contingent upon maintaining the confidentiality thereof or (ii) that Company or any Company Subsidiary is required by contract to have a Material Adverse Effectkeep confidential. No technology employed such Intellectual Property Rights have been disclosed other than to employees, representatives and agents of the Company or any of its Subsidiaries all of whom are bound by confidentiality obligations.
(j) Each employee, consultant and contractor engaged in research or product or software development for the Company or any of its Subsidiaries has executed a written agreement assigning or is otherwise required to assign to the Company or its subsidiaries has been obtained applicable Subsidiary all right title and interest in and to any works of authorship or is being used by other Intellectual Property Rights developed, created or reduced to practice during the course of their engagement with the Company or such Subsidiary.
(k) Except as set forth in Section 3.21(k) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries has granted to any other Person any current or contingent right to any source code included in violation the Owned Intellectual Property Rights.
(l) It is the practice of any contractual or legal obligation binding on the Company and its Subsidiaries to scan with commercially available virus scan software all software used in the business of the Company and its Subsidiaries that are capable of being scanned for viruses. To the Company’s Knowledge, its subsidiaries, or any none of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign software included in the Owned Intellectual Property to a previous employer, Rights or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development that is distributed by the Company or any subsidiary fall within of its Subsidiaries or that is used or held for use in the scope conduct of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge business of the Company and its subsidiariesSubsidiaries as currently conducted contains any computer code designed to disrupt, (A) there is no patent disable or published patent application harm in any manner the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims operation of any patent within software or hardware. To the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any Company’s Knowledge, none of the patents or patent applications software included in the Company Owned Intellectual Property; Property Rights or the Licensed Intellectual Property Rights and (D) that is used in the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution business of the United States patents Company and patent applications within the Company Intellectual Property have been materially complied withits Subsidiaries as currently conducted contains any worm, and in all foreign offices having similar requirementsbomb, such requirements have been materially complied withbackdoor, clock, timer, or other disabling device code, design or routine which can cause software to be erased, inoperable, or otherwise incapable of being used, either automatically or upon command by any person.
Appears in 3 contracts
Sources: Merger Agreement (Banks.com, Inc.), Merger Agreement (Remark Media, Inc.), Merger Agreement (Remark Media, Inc.)
Intellectual Property. Veritex and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens other than any Permitted Encumbrances), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as would notnot reasonably be likely, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Veritex, (ia) the Company use of any Intellectual Property by Veritex and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which Veritex or any Veritex Subsidiary acquired the right to use any Intellectual Property; (b) no person has asserted to Veritex in writing that Veritex or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person; (c) to the knowledge of Veritex, no person is challenging, infringing on or otherwise violating any right of Veritex or any of its Subsidiaries with respect to any Intellectual Property of any personowned by or licensed to Veritex or its Subsidiaries; (iiid) the Company and its subsidiaries have not neither Veritex nor any Veritex Subsidiary has received any written notice of any valid pending claim relating with respect to any Intellectual PropertyProperty owned by Veritex or any Veritex Subsidiary; and (ive) since January 1, 2023, no third party has gained unauthorized access to any information technology networks controlled by and material to the knowledge operation of the Company, the Intellectual Property business of the Company Veritex and its subsidiaries is not being infringed, misappropriated or otherwise violated by any personSubsidiaries. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case Except as would not reasonably be expected likely, either individually or in the aggregate, to have a Material Adverse EffectEffect on Veritex, Veritex and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by Veritex and its Subsidiaries. No technology employed by For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, Internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the Company goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation renewal of any contractual such registration or legal obligation binding on the Companyapplication; inventions, its subsidiariesdiscoveries and ideas, whether patentable or any of their officersnot, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto and any re-examinations, renewals, extensions or reissues thereof, in any jurisdiction; trade secrets and know-how (including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the patents use or patent applications included disclosure thereof by any person); writings and other works, whether copyrightable or not and whether in the Company Intellectual Propertypublished or unpublished works, in any jurisdiction; and (D) the duty registrations or applications for registration of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied withcopyrights in any jurisdiction, and in all foreign offices having any renewals or extensions thereof; and any similar requirements, such requirements have been materially complied withintellectual property or proprietary rights.
Appears in 3 contracts
Sources: Merger Agreement (Veritex Holdings, Inc.), Merger Agreement (Huntington Bancshares Inc /Md/), Merger Agreement (Veritex Holdings, Inc.)
Intellectual Property. 2.34.1 Except as would not, individually or set forth in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effectthe Pricing Prospectus and the Prospectus, (i) the Company and its subsidiaries Subsidiaries own or have the right to use pursuant to license, sublicense, agreement or permission, all patents, patent applications, trademarks, service marks, patent applications, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-howcopyrights, trade secrets, systemsdomain names, proceduresinformation, proprietary or confidential information rights and all other worldwide intellectual property, industrial property and proprietary rights processes (collectively, “Intellectual Property”) used in that are necessary for the conduct of the business of the Company and its Subsidiaries now operated by them, or as proposed to be operated by them, as described in the Registration Statement, the Pricing Prospectus and the Prospectus, except for such failure to own or have the right to use as would not have a Material Adverse Effect, without any material conflict with or infringement of the interests of others, and the Company and its Subsidiaries have taken all reasonable steps necessary to secure or perfect their respective businesses (interests in such Intellectual PropertyProperty and have taken all reasonable steps necessary to secure assignment of such Intellectual Property from their employees and contractors, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct Company has no knowledge of their respective businesses does not infringe, misappropriate or otherwise violate any infringement by any third party of any Intellectual Property of any person; the Company and its Subsidiaries, (iii) the Company and its subsidiaries have is not received any written notice a party to outstanding options, licenses or agreements of any valid claim kind relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is Subsidiaries except as would not being infringedhave a material adverse effect on the assets, misappropriated business or otherwise violated by any person. The operations of the Company and its subsidiaries Subsidiaries, taken as a whole, (iv) the Company and its Subsidiaries have complied in all material respects with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiarySubsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected (v) to have a Material Adverse Effect. No the Company’s knowledge after due inquiry, none of the technology or information employed by the Company or and its subsidiaries Subsidiaries has been obtained or is being used by the Company or and its subsidiaries Subsidiaries in violation of any contractual or legal fiduciary material obligation binding on the Company, Company and its subsidiariesSubsidiaries or any of its or their directors or executive officers, or any of its or their officers, directors, employees, or contractors, which otherwise in violation relates to of the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property rights of any third party, except in each case (vi) neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral communications alleging that the Company or its Subsidiaries has violated, infringed or conflicted with, or, by conducting its business as would not reasonably be expected to have a Material Adverse Effect. The products described set forth in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus as (including the commercialization of products or services under development development), violates, infringes or conflicts with any of the Intellectual Property of any other person or entity or engages in unfair competition or trade practice, and the Company is unaware of any facts which could form a reasonable basis for such allegations, and (vii) and the Company and its Subsidiaries have taken reasonable measures to prevent the unauthorized dissemination or publication of their confidential information and, to the extent required to do so by contract or under law, the confidential information of third parties in their possession.
2.34.2 The Company and its Subsidiaries, where applicable, have properly filed or caused to be filed with applicable Israeli, U.S. and other foreign and international patent authorities (the “Patent Authorities”) all patent applications owned or purported to be owned by the Company or and its Subsidiaries (the “Company Patent Applications”), and have not allowed any subsidiary fall within the scope issued patent of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryits Subsidiaries to lapse or enter the public domain. To the Company’s knowledge, (i) no material misrepresentation was made to, or material fact withheld from, any Patent Authorities during any prosecution of any Company Patent Applications, (ii) except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, neither the Company nor its Subsidiaries has knowledge of any fact which would preclude the patentability, validity or enforceability of any patents and patent applications in the Intellectual Property of the Company and its subsidiariesSubsidiaries, (Aiii) there is no patent or published patent application in neither the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims Company nor its Subsidiaries has knowledge of any patent within information which would preclude the Company Intellectual Property; (B) there is no prior art that may render any patent within Company, its Subsidiaries or, as applicable, its licensors from having clear title to the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within in the Intellectual Property of the Company and its Subsidiaries, and (iv) except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, all assignments for all patents and/or patent applications in the Intellectual Property of the Company and its Subsidiaries have been materially complied withproperly executed and/or submitted for recordation for each named inventor, and except in all foreign offices having similar requirements, such requirements the case of each of clauses (i) through (iv) above as would not have been materially complied witha Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.)
Intellectual Property. Except as would not, individually or in 2.1. Subject to the aggregate, reasonably be expected to have a Material Adverse Effectprovisions of Section 1 (a), (ib) the and (c) of this Agreement, all Confidential and Proprietary Information and Company Materials and its subsidiaries own or have the right all right, title and interest in and to use all any patents, patent applicationsrights, trademarkscopyrights, service markstrademark rights, mask work rights, trade namessecret rights, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, and industrial property and proprietary rights that currently exist or may exist in the future anywhere in the world in connection with, or related to such Confidential and Proprietary Information or Company Materials (collectively, collectively the “Intellectual PropertyRights”) used shall be the sole property of the Company. I hereby assign to the Company any Rights I may have (to the extent not previously transferred to the Company) or hereafter acquire in such Confidential and Proprietary Information and Company Materials.
2.2. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust and will not use or disclose, directly or indirectly, in whole or in part, any Confidential and Proprietary Information, Company Materials or anything relating to it without the prior written consent of an executive officer of the Company except as may be necessary and appropriate in the conduct ordinary course of their respective businesses performing my duties to the Company. The disclosure restrictions of this Agreement shall not apply to any information that I can document that is generally known to the public through no fault of mine.
2.3. Notwithstanding the foregoing, as may be required to comply with legal process, I may disclose Confidential and Proprietary Information and/or Company Materials in response to a valid subpoena or request for production of documents issued by a court or governmental agency having jurisdiction over me and any Confidential and Proprietary Information and/or Company Materials, provided that I give prompt notice to the Company of any such subpoena or request served on me, cooperate with the Company and its counsel with seeking a protective order over any such requested Confidential and Proprietary Information and/or Company Materials, and limit any required disclosure to the Confidential and Proprietary Information and/or Company Materials specifically required by the requesting judicial or governmental agency.
2.4. Nothing contained herein will prohibit an employee from disclosing to anyone the amount of his or her wages.
2.5. I agree that during my employment or service with the Company, I will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as provided in Section 2.3 above, or as necessary or appropriate in connection with performing the duties of my employment with the Company. I further agree that, immediately upon the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return all Confidential and Proprietary Information, Company Materials, apparatus, equipment and other physical property, or any reproduction of such property, excepting only (such Intellectual Property, “Company Intellectual Property”)i) my personal copies of records relating to my compensation; (ii) my personal copies of any materials previously distributed generally to stockholders of the Company’s knowledge, the Company’s ; and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) my copy of this Agreement.
2.6. I understand that nothing in this Agreement limits or impedes me from communicating with the Company Securities and its subsidiaries have not received any written notice of any valid claim Exchange Commission (“SEC”) about possible securities law violations or alleged facts relating to Intellectual Propertysuch violations. Employer will not enforce or threaten to enforce this Agreement as to direct communications between me and the SEC.
2.7. I understand that federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: • Where the disclosure is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ivii) solely for the purpose of reporting or investigating a suspected violation of law; or • Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. See 18 U.S.C. § 1833(b)(1)). Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the knowledge attorney of the Company, the Intellectual Property of the Company individual and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described trade secret information in the Registration Statementcourt proceeding, if the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, individual (A) there is no patent or published patent application in files any document containing the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Propertytrade secret under seal; and (B) there is no prior art that may render any patent within does not disclose the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied withtrade secret, and in all foreign offices having similar requirements, such requirements have been materially complied withexcept pursuant to court order. See 18 U.S.C. § 1833(b)(2).
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement (Veritone, Inc.), Employment Agreement (Veritone, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have the right a valid and enforceable license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrationspatents, service ▇▇▇▇ registrations, domain names Internet domains and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary (including any registrations or confidential information and all other worldwide intellectual property, industrial property and proprietary rights applications for registration of any of the foregoing) (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “"Company Intellectual Property”"); , in each case, free and clear of any material Liens or other material limitations or restrictions (iiincluding any settlements, agreements, consents or judgments), necessary to carry on its business substantially as currently conducted, and the consummation of the Merger and the other transactions contemplated hereby will not result in the loss of any such rights (or require the payment of any material additional fees or royalties in order to maintain such rights). Section 3.1(q) to of the Company’s knowledge, Company Disclosure Schedule sets forth a true and correct list of all of the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any material Company Intellectual Property of any person; (iii) and indicates those items which the Company owns (distinguishing between exclusive and non-exclusive ownership and indicating any licenses granted to other persons) or has the exclusive right to use or license. Neither the Company nor any of its subsidiaries have not has received any written notice of any valid claim relating to Intellectual Property; and (iv) infringement of or conflict with and, to the knowledge of the Company, the Intellectual Property there are no infringements of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied conflicts with the material terms rights of each agreement pursuant others with respect to which the use of, or the rights by others with respect to, any Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryProperty. To the knowledge of the Company, no third party is infringing or otherwise violating any Intellectual Property owned by the Company or by any of its subsidiaries.
(ii) The Company and its subsidiariessubsidiaries own or have a valid and enforceable license to use all computer and telecommunication software including source and object code and documentation and any other media (including, without limitation, manuals, journals and reference books) (Ain each case, free and clear of any material Liens or other material limitations or restrictions) there is no patent or published patent application (collectively, "Company Software") necessary to carry on its business substantially as currently conducted and the other transactions contemplated hereby will not result in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims loss of any patent within such rights (or require the payment of any material additional fees or royalties in order to maintain such rights). Neither the Company Intellectual Property; (B) there is no prior art that may render nor any patent within of its subsidiaries has received any notice of infringement of or conflict with and, to the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) Company's knowledge, there are no material defects in infringements of or conflicts with the rights of others with respect to the use of, or the rights by others with respect to, any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSoftware.
Appears in 3 contracts
Sources: Merger Agreement (Fairfield Communities Inc), Merger Agreement (Cendant Corp), Merger Agreement (Cendant Corp)
Intellectual Property. Except (a) Section 3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all Company Registered IP. All Company Registered IP is solely and exclusively owned by the Company or one of its Subsidiaries free and clear of all Liens (other than Permitted Liens), and neither the Company nor any of its Subsidiaries has received any written notice or claim challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved.
(b) The Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all Trade Secrets of the Company and its Subsidiaries, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or networks. To the Knowledge of the Company, there has been no misappropriation or unauthorized access, use, modification or breach of security of Trade Secrets maintained by or on behalf of the Company or any of its Subsidiaries.
(c) To the Knowledge of the Company, the business of the Company and its Subsidiaries as currently conducted does not infringe or misappropriate any Intellectual Property Rights of any Third Party in a manner that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has issued any notice or claim since January 1, 2016 that a Third Party is misappropriating or infringing any Owned Company Intellectual Property and, to the Knowledge of the Company, no Third Party is misappropriating or infringing any Owned Company Intellectual Property. No Owned Company Intellectual Property is subject to any outstanding order, judgment, decree, agreement, or stipulation restricting or limiting any use or licensing thereof by the Company or any of its Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, .
(id) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case Except as would not reasonably be expected to have a Company Material Adverse Effect. No technology employed by , the Company or its subsidiaries has been obtained Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Company Intellectual Property, free and clear of all Liens (other than Permitted Liens), and have not granted any license, covenant, release, immunity or is being used by other right with respect to any Owned Company Intellectual Property to any Person other than (i) non-exclusive licenses granted in the Company or its subsidiaries ordinary course of business in violation connection with marketing and promotional activities and (ii) cross-licensing of any contractual or legal obligation binding on Intellectual Property in the ordinary course of business.
(e) To the Knowledge of the Company, the Company and each Subsidiary has (i) complied in all material respects with its subsidiariesrespective privacy policies and all applicable Laws relating to privacy and data security, or any of their officers, directors, employees, or contractors, which violation relates including with respect to the collection, storage, transmission, transfer, disclosure and use of Personal Information, and (ii) implemented and maintained a data security plan which maintains effective and commercially reasonable administrative, technical and physical safeguards to protect Personal Information against loss, damage and unauthorized access, use modifications or other misuse. To the Knowledge of the Company, there has been no material loss, damage or unauthorized access, use, modification or breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, security of Personal Information maintained by or an obligation otherwise not to use the Intellectual Property on behalf of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within of its Subsidiaries, in each case that are material to the scope operations of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge business of the Company and its subsidiariesSubsidiaries taken as a whole. To the Knowledge of the Company, since January 1, 2016, no Person (Aincluding any Governmental Entity) there is no patent has made any claim or published patent application in the U.S. commenced any action with respect to loss, damage or other jurisdiction that contains claims that materially interfere with the issued unauthorized access, use, modification or pending claims breach of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid security of Personal Information maintained by or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in on behalf of any of the patents Company or patent applications included its Subsidiaries, in each case that are material to the operations of the business of the Company Intellectual Property; and (D) its Subsidiaries taken as a whole. Neither the duty execution, delivery or performance of candor and good faith as required by this Agreement or the United States Patent and Trademark Office during Real Estate Purchase Agreement, or the prosecution consummation of the United States patents and patent applications within Transactions will, or reasonably would be expected to, result in any material violation of any privacy policy of the Company Intellectual Property have been materially complied withand its Subsidiaries or any applicable Law pertaining to privacy, and in all foreign offices having similar requirements, such requirements have been materially complied withdata security or Personal Information.
Appears in 3 contracts
Sources: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (Gaming & Leisure Properties, Inc.)
Intellectual Property. Except (i) Section 3.1(s)(i) of the QLT Disclosure Letter sets forth a correct and complete list of all (A) issued Patents and Patent applications, (B) Trademark registrations and applications and material unregistered Trademarks, (C) Copyright registrations and applications, and (D) material Software, in each case which is owned or exclusively licensed by QLT and the QLT Subsidiaries in any jurisdiction in the world (collectively, "QLT Intellectual Property"). QLT or one of the QLT Subsidiaries is the sole and exclusive beneficial and, with respect to applications and registrations (including Patents), record owner or exclusive licensee of the record owner of each item of QLT Intellectual Property set forth in Section 3.1(s)(i) of the QLT Disclosure Letter, and, except as would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on QLT, to the knowledge of QLT, all such Intellectual Property is subsisting, valid, and enforceable.
(iii) QLT or one of the Company and its subsidiaries own QLT Subsidiaries owns, or have the has a valid right to use use, free and clear of all patentsLiens (other than Permitted Liens), patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary all Intellectual Property (A) related to the products or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) product candidates presently used in the conduct of their respective businesses the business of QLT or one of the QLT Subsidiaries and (such B) used or held for use in, or necessary to conduct, the business and operations of QLT and the QLT Subsidiaries as presently conducted.
(iii) There are no Orders, writs, injunctions or decrees to which QLT or any of the QLT Subsidiaries is subject with respect to any material QLT Intellectual Property.
(iv) To the knowledge of QLT, “Company there is no valid basis for a claim of infringement, misappropriation or other violation of material Intellectual Property”); (ii) to Property rights against QLT or any of the Company’s knowledge, QLT Subsidiaries in respect of the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeas currently conducted.
(v) To the knowledge of QLT, misappropriate no Person is infringing, misappropriating or otherwise violate violating any material QLT Intellectual Property owned, used or held for use by QLT and the QLT Subsidiaries in the conduct of the business of QLT and the QLT Subsidiaries as presently conducted, and no such claims have been asserted or threatened against any person; (iii) Person by QLT or the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) QLT Subsidiaries or, to the knowledge of the CompanyQLT, the Intellectual Property of the Company and its subsidiaries is not being infringedany other Person, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. past six years.
(vi) To the knowledge of the Company and its subsidiariesQLT, (A) there is has been no patent claim asserted or published patent application in the U.S. threatened, or other jurisdiction that contains claims that materially interfere with the issued or pending claims Proceedings of any patent within kind pending or in progress, challenging the Company Intellectual Property; (B) there is no prior art that may render scope, validity or enforceability of any patent within the Company material QLT Intellectual Property invalid applications or any patent application within the Company Intellectual Property unpatentable; registrations (Cincluding Patents) there are no material defects in owned by or licensed to QLT or any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withQLT Subsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (QLT Inc/Bc), Merger Agreement (QLT Inc/Bc), Merger Agreement (Auxilium Pharmaceuticals Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own own, or have the right a valid license to use or otherwise take advantage of, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in . To the conduct knowledge of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, no claims or allegations have been made by anyone that the Company’s and its subsidiaries’ conduct use or other exercise of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) by the Company and its subsidiaries have not received and/or any written notice subsidiary infringes or otherwise violates the rights of any valid claim relating to Intellectual Property; and (iv) anyone, and, to the knowledge of the Company, the use or other exercise by the Company and/or its subsidiaries of any Intellectual Property does not infringe on the rights of anyone. To the knowledge of the Company, no entity is infringing, misappropriating or otherwise violating the Intellectual Property. The Intellectual Property is exclusively owned by, or licensed to or by, the Company and and/or its subsidiaries and the owned Intellectual Property is not being infringedsubject to any licenses or other encumbrances, misappropriated or otherwise violated by any personother than encumbrances that do not materially interfere with the uses of such Intellectual Property. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed taken and, prior to the Effective Time will continue to take, such measures as are reasonably necessary to preserve and protect the Intellectual Property, other than third-party software generally available on a “shrink wrap” license or similar basis. The Company or any subsidiary, has provided Parent with true and correct copies of all such agreements are in full force and effect, except in each case as would not reasonably be expected contracts relating to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to which the Company and/or any of its subsidiaries is a previous employerparty. As used herein, or an obligation otherwise not to use the “Intellectual Property Property“ includes all patents, copyrights, trade secrets, trademarks, trade names, service marks (including any applications for, and registrations of any third partyof the foregoing), except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in ideas, concepts, discoveries, know-how, technology, inventions, improvements, modifications, techniques, processes, methods, operations, products, services, models, prototypes, logos, styles, designs (whether the Registration Statementdesign is ornamental or otherwise), the Pricing Disclosure Package computer programs and related documentation, other works of authorship, mask works and the Prospectus as under development by like that are subject to patent, copyright, trade secret, trademark or other intellectual property protection, and are used in, material to or necessary for the Company or any subsidiary fall within the scope conduct of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge business of the Company and and/or its subsidiaries, (A) there is no patent or published patent application in subsidiaries as conducted on the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withdate hereof.
Appears in 3 contracts
Sources: Merger Agreement (Istar Financial Inc), Merger Agreement (Istar Financial Inc), Merger Agreement (Istar Financial Inc)
Intellectual Property. Except Other than as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) the Change The Company and its subsidiaries own or have possess the right to use all (i) patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to their knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property; and (iv) to Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is subsidiaries’ respective businesses as now conducted do not being infringedgive rise to any infringement of, misappropriated any misappropriation of, or otherwise violated other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by any personor against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and its subsidiaries have complied with the material terms is not in breach nor has received any asserted or threatened claim of each agreement pursuant to which Company breach of any Intellectual Property has been licensed to license, and the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation no knowledge of any contractual breach or legal obligation binding on the Company, its subsidiaries, or anticipated breach by any of their officers, directors, employees, or contractors, which violation relates other person to the breach of a confidentiality obligation, an obligation to assign any Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case license. Other than as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, no material claim has been made against the Pricing Disclosure Package and Company alleging the Prospectus as under development infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution conduct of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withbusiness as currently conducted.
Appears in 3 contracts
Sources: Sales Agreement (Synlogic, Inc.), Sales Agreement (Synlogic, Inc.), Sales Agreement (Synlogic, Inc.)
Intellectual Property. Except as would not, individually or disclosed in the aggregateSEC Reports, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries Subsidiaries exclusively own (free and clear of all liens, encumbrances and defects) or have the possess a valid license or other lawful right to use all patentsIntellectual Property Rights necessary, patent applicationsused or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other contracts (including settlement agreements) is valid and enforceable, trademarksand none of the Company or its Subsidiaries and, service marksto the knowledge of the Company and its Subsidiaries, trade namesnone of the counterparties to any such contract, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary is in default or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the breach thereunder or thereof. The conduct of their respective businesses (such Intellectual Property, “the business of the Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses Subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, or conflict with the Intellectual Property Rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryothers. To the knowledge of the Company and its subsidiariesSubsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. Except as disclosed in the SEC Reports, none of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) there is no patent or published patent application in agree to protect the U.S. or trade secrets, know-how and other jurisdiction that contains claims that materially interfere with the issued or pending claims confidential information of any patent within the Company Intellectual Property; and its Subsidiaries, as applicable, and (B) there is no prior art that may render any patent within assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property invalid Rights created by such Person in the course of his, her or its employment or other engagement by the Company or any patent application within the Company of its Subsidiaries. For purposes of this Agreement, “Intellectual Property unpatentable; Rights” means all intellectual property and proprietary rights, including all (Ci) there are no material defects in any trademarks, trade names, service marks, service names, domain names, and other designation of the patents or patent applications included in the Company Intellectual Property; origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (Diii) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to file applications within the Company Intellectual Property have been materially complied withfor patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and in all foreign offices having similar requirements(vi) inventions, such requirements have been materially complied withlicenses, approvals and governmental authorizations.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Foxo Technologies Inc.), Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Volcon, Inc.)
Intellectual Property. Except as would notThe Company owns or possesses, individually or in or, to the aggregateknowledge of the Company, reasonably be expected to have a Material Adverse Effectcan acquire on reasonable terms, (i) the Company and its subsidiaries own or have the right to use all patents, patent applicationsrights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and or other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used necessary to carry on the business as now operated by it, and as proposed to be operated in the future (including upon the commercialization of products or services described in the Registration Statement, the General Disclosure Package or the Prospectus as under development), and the conduct of their respective businesses its business does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. The Company has not received any notice of any claim, and is not otherwise aware, of any infringement, misappropriation, or conflict with any intellectual property rights of another and the Company is unaware of any facts which would form a reasonable basis for any such notice or claim. The Company has not received any notice of any claim, and is not otherwise aware, of any facts or circumstances which would render any Intellectual Property of the Company invalid or inadequate to protect the interest of the Company, in each case that would cause a Material Adverse Effect. To the Company’s knowledge: (such i) there are no third parties who have rights to any Intellectual PropertyProperty of the Company, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (“Company Intellectual PropertyDisclosure Documents”)) as owned by or licensed to the Company; and (ii) there is no infringement by third parties of any such Intellectual Property owned by or licensed to the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate rights in or otherwise violate to any Intellectual Property of the Company, and the Company is unaware of any personfacts which would form a reasonable basis for any such action, suit, proceeding or claim; (iiiB) challenging the Company and its subsidiaries have not received any written notice validity, enforceability or scope of any valid claim relating to Intellectual Property; and (iv) to the knowledge Property of the Company, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any Intellectual Property rights of another, and the Company and its subsidiaries is not being infringedunaware of any facts which would form a reasonable basis for any such action, misappropriated suit, proceeding or otherwise violated by any personclaim. The Company and its subsidiaries have has complied in all material respects with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiariesCompany’s knowledge, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Intellectual Property disclosed in the Disclosure Documents as owned by or licensed to the Company. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property; , including the execution of appropriate nondisclosure, confidentiality agreements and (D) invention assignment agreements and invention assignments with its employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, except as such violation would not result in a Material Adverse Effect. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within included in the Intellectual Property owned by or licensed to the Company Intellectual Property have has been materially complied with, ; and in all foreign offices having similar requirements, all such requirements have been materially complied with. To the Company’s knowledge, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Disclosure Documents as under development by the Company fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. With respect to the use of the software in the Company's business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any "open source" or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company has at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company's business. To the Company’s knowledge, no claims have been asserted or threatened against the Company alleging a violation of any person's privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company's business, except where any such breach or violation would not result in a Material Adverse Effect. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which are material to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company.
Appears in 3 contracts
Sources: Underwriting Agreement (Sutro Biopharma, Inc.), Underwriting Agreement (Sutro Biopharma, Inc.), Underwriting Agreement (Sutro Biopharma, Inc.)
Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (i) the Company and its subsidiaries own own, have adequate rights to use, or have the right to use can acquire on reasonable terms all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual propertyproperty (including all registrations and applications for registration of, industrial property and proprietary rights all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses (such Intellectual Propertyas now conducted or as contemplated in the Registration Statement, “Company Intellectual Property”)Pricing Disclosure Package and Prospectus to be conducted by them; (ii) to the Company’s knowledgeCompany is unaware of any facts which would form a reasonable basis for an action, suit, proceeding or claim asserting that the Company has infringed, misappropriated or otherwise violated, or would upon the commercialization of any product described in the Registration Statement, the Company’s and its subsidiaries’ conduct of their respective businesses does not Pricing Disclosure Package or the Prospectus as under development infringe, misappropriate or otherwise violate violate, any Intellectual Property of any personperson or entity; (iii) to the knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company and its subsidiaries have not received any written notice of any is valid claim relating to Intellectual Propertyand enforceable; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated violated, and has not been infringed, misappropriated or otherwise violated, by any person. The person or entity; (v) the Company and its subsidiaries have complied taken reasonable steps in accordance with normal industry practice to maintain the material terms confidentiality of each agreement pursuant to which Company all Intellectual Property has been licensed the value of which to the Company or any subsidiaryof its subsidiaries is contingent upon maintaining the confidentiality thereof, and to the knowledge of the Company, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all such agreements of whom are bound by written confidentiality agreements, (vi) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any third party (A) challenging the Company’s or any of its subsidiaries’ rights in full force and effector to any Intellectual Property, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed (B) challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation any of any contractual or legal obligation binding on the Company, its subsidiaries, or (C) alleging that the Company or any of their officersits subsidiaries has infringed, directors, employees, misappropriated or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the violated any Intellectual Property of any third party, except in each case as would not reasonably be expected (vii) to have a Material Adverse Effect. The products described in the Registration Statementknowledge of the Company, there is no pending or threatened action, suit proceeding or claim by any third party challenging the Pricing Disclosure Package and the Prospectus as under development by validity, enforceability or scope of any Intellectual Property exclusively licensed to the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, its subsidiaries and (viii) each agreement pursuant to which the Company or any subsidiary. To the knowledge of its subsidiaries obtains any license or other rights to any Intellectual Property is a valid and binding agreement of the Company and its subsidiariessubsidiaries and is in full force and effect, (A) there and none of the Company or any of its subsidiaries or, to the knowledge of the Company, any other party to any such agreement, is no patent in default or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims breach under any terms of any patent within such agreement and, to the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any knowledge of the patents Company, no event or patent applications included in the Company Intellectual Property; and (D) the duty circumstance has occurred that, with notice or lapse of candor and good faith as required by the United States Patent and Trademark Office during the prosecution time or both, would constitute any event of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withdefault thereunder.
Appears in 3 contracts
Sources: Underwriting Agreement (Stoke Therapeutics, Inc.), Underwriting Agreement (Stoke Therapeutics, Inc.), Underwriting Agreement (Stoke Therapeutics, Inc.)
Intellectual Property. Except (a) The Patents, pending Patent applications, registered Marks, pending applications for registration of Marks and registered Copyrights owned by the Company or any of its Subsidiaries are referred to collectively as the “Company Registered Intellectual Property”, all of which are set forth in Section 3.16(a) of the Company Disclosure Schedule. No material registrations or applications for Company Registered Intellectual Property have expired or been cancelled or abandoned except in accordance with the expiration of the term of such rights, except as would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company and its Subsidiaries own all right, title, and interest, free and clear of all Liens (except for Company Permitted Liens) to, or otherwise have a valid and enforceable right to use, all Intellectual Property necessary for or used in the conduct of the business of the Company and its Subsidiaries as currently conducted, except as would not reasonably be expected to have, individually or in the aggregate a Company Material Adverse Effect.
(i) To the Company’s knowledge, the conduct of the business of the Company and its Subsidiaries does not infringe, violate or constitute misappropriation of any material Intellectual Property of any third Person in any material respect, (ii) to the Company’s knowledge, as of the date hereof, no third Person is infringing, violating, or misappropriating, in any material respect, any material Intellectual Property owned by the Company or its Subsidiaries and (iii) as of the date hereof, there is no pending claim or asserted claim in writing (including any “cease and desist” letters and invitations to license) asserting that the Company or any Subsidiary has infringed, violated or misappropriated, in any material respect, or is infringing, violating or misappropriating, in any material respect, any material Intellectual Property rights of any third Person.
(d) Except as would not be material to the Company and its Subsidiaries taken as a whole, (i) the Company and its Subsidiaries have implemented (A) commercially reasonable measures to protect the confidentiality, integrity and security of the Company’s and its Subsidiaries’ material Trade Secrets, Company software and other material Company IT Assets (and the information and transactions stored or contained therein or transmitted thereby); and (B) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan; and (ii) the Company IT Assets used by the Company and its Subsidiaries perform the functions necessary to carry on the conduct of their respective businesses.
(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its subsidiaries own or Subsidiaries have taken all customary and commercially reasonable measures to protect the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names confidentiality of the material Trade Secrets of the Company and other source indicators, copyrights its Subsidiaries and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or third party confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used provided to the Company or any of its Subsidiaries that the Company or such Subsidiary is obligated to maintain in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”)confidence; (ii) the Company and its Subsidiaries comply in all material respects with their internal policies and procedures and with the Payment Card Industry Data Security Standard and any other legally binding credit card company and other legal requirements, to the extent applicable, relating to privacy, data protection, and the collection, retention, protection and use of Sensitive Data and personal information collected, used, or held for use by (or on behalf of) the Company and its Subsidiaries; (iii) there are no claims pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries alleging a violation of any third Person’s privacy or personal information or data rights; and (iv) since January 1, 2015, to the Company’s knowledge, there has been no unauthorized access, unauthorized acquisition or disclosure, or any loss or theft, of Sensitive Data of the Company, its Subsidiaries or its customers while such Sensitive Data is in the possession or control of the Company, its Subsidiaries or third-party vendors.
(f) The Company has a policy or practice of obtaining, to the extent legally permissible, from each employee, consultant or independent contractor of the Company and its Subsidiaries who are involved in, or who contribute to, the creation or development of any of the Company’s Intellectual Property, an agreement providing for the assignment of all Intellectual Property rights arising therefrom to the Company or one of its Subsidiaries, and to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have has complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, such policy and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and practice in all foreign offices having similar requirements, such requirements have been materially complied withmaterial respects.
Appears in 3 contracts
Sources: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp), Merger Agreement (Convergys Corp)
Intellectual Property. Except as would not, individually The Company owns or in possesses the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used necessary to conduct its business as currently conducted, and as proposed to be conducted and described in the conduct Time of their respective businesses (such Intellectual Property, “Sale Disclosure Package and the Prospectus. The Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have has not received any opinion from its legal counsel concluding that any activities of its business infringes, misappropriates, or otherwise violates, valid and enforceable Intellectual Property Rights of any other person, and has not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) its Knowledge still pending, by any other person to the knowledge rights of the Company with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company. To the Knowledge of the Company, the Company’s business as now conducted does not infringe, misappropriate, or otherwise violate, any valid and enforceable Intellectual Property Rights of any other person. To the Knowledge of the Company, all licenses for the use of the Intellectual Property Rights described in the Time of Sale Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principals of equity. The Company has complied in all material respects with, and its subsidiaries is not being infringedin breach nor has received any asserted or threatened claim of breach of any intellectual property license, misappropriated and the Company has no Knowledge of any breach or otherwise violated anticipated breach by any other person to any intellectual property license. Except as described in the Time of Sale Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken reasonable steps to protect, maintain and safeguard its subsidiaries have Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement and the Warrants will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with the material terms of each agreement pursuant all applicable laws relating to which Company Intellectual Property has been licensed to the Company or any subsidiaryprivacy, data protection, and all such agreements are in full force the collection and effectuse of personal information collected, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or its subsidiaries has been obtained threatened against the Company alleging a violation of any person’s privacy or is being used personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company or its subsidiaries in violation the conduct of any contractual or legal obligation binding on the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, its subsidiariesuse, modification, or any other misuse. The Company has taken all necessary actions to obtain ownership of their officers, directors, all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of contract with the Company and its subsidiaries, (A) there is no patent or published patent application in which relate to the U.S. or other jurisdiction that contains claims that materially interfere Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withCompany.
Appears in 3 contracts
Sources: Purchase Agreement (CymaBay Therapeutics, Inc.), Purchase Agreement (CymaBay Therapeutics, Inc.), Purchase Agreement (CymaBay Therapeutics, Inc.)
Intellectual Property. Except (a) Section 4.16(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, all Company Registered Intellectual Property. The Company and its Subsidiaries own, license, or otherwise have the right to use all Intellectual Property, which includes Company Registered Intellectual Property, used by the Company or any Subsidiary and which are material to the conduct of the business of the Company and the Subsidiaries, as currently conducted, in each case excluding generally commercially available, off-the-shelf software programs (the “Company Intellectual Property Rights”), free and clear of all Liens (other than Permitted Liens and subject to the ownership rights of the owner of licensed Intellectual Property, the terms of the related license or development agreement and royalties or development fees payable thereon), except where such failure to own, license or have rights to use would notnot and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
(b) To the knowledge of the Company, as of the date hereof, the Company Intellectual Property Rights are not being infringed in a manner which would and would reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect.
(c) The Company has taken reasonable steps to maintain the secrecy of its material information that is not generally known or readily ascertainable through lawful means (“Confidential Information”), (i) from which the Company derives economic value, actual or potential, from the Confidential Information not being generally known. The Company has in place, and its subsidiaries own or have the right uses reasonable efforts to use all patentsenforce, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names policies generally requiring each employee and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used individual independent contractor who is involved in the conduct development of their respective businesses (such material Intellectual Property, “Property that is included in a Company Intellectual Property”); (ii) product to execute one or more agreements with provisions relating to the protection of the Company’s knowledge, Confidential Information and the ownership of such Intellectual Property and Company Intellectual Property Rights. To the knowledge of the Company’s and its subsidiaries’ conduct , no employee, independent contractor or agent of their respective businesses does not infringe, misappropriate the Company has misappropriated any material trade secrets or otherwise violate any Intellectual Property other Confidential Information of any person; other third party in the course of the performance of his or her duties as an employee, independent contractor or agent of the Company.
(iiid) There are, as of the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) date hereof, no pending or, to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to threatened claims that the Company or any subsidiary, Subsidiary has infringed or is infringing any Intellectual Property rights of any Person which would and all such agreements are in full force and effect, except in each case as would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. .
(e) To the knowledge of the Company, all material computer systems, networks, hardware, technology, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used by the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. conduct of the Company’s business (the “IT Systems”) are sufficient in all material respects for the Company’s current needs in the operation of the business of the Company, as presently conducted. The IT Systems have not suffered any material malfunction, failure or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent security breach within the Company Intellectual Property; two (B2) there is no prior art that may render any patent within years immediately preceding the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withClosing Date.
Appears in 3 contracts
Sources: Merger Agreement (Mueller Industries Inc), Merger Agreement (Tecumseh Products Co), Merger Agreement (Tecumseh Products Co)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, databases, data, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in necessary for or material to the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s as currently conducted and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries as under development currently conducted and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus have not and do not infringe or misappropriate any Intellectual Property rights of any third party, and, (ii) the Company and its subsidiaries have not received any notice of any infringement of, or conflict with, asserted rights of others with respect to any Intellectual Property which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect to the Company and its subsidiaries, taken as a whole. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (x) except as described in the Registration Statement, Pricing Disclosure Package, or the Prospectus, all Intellectual Property owned by the Company or any subsidiary fall within its subsidiaries is owned free and clear of all liens, encumbrances and other similar restrictions (other than non-exclusive licenses granted to third parties in the scope ordinary course of the claims of one or more patents or patent applications business consistent with past practice) and is owned by, or exclusively licensed to, solely by the Company or any subsidiaryits subsidiaries; and (y) no Intellectual Property owned by the Company or its subsidiaries has been found to be invalid or unenforceable. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries; and (z) the Company and its subsidiariessubsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all trade secrets, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims value of any patent within which to the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within of its subsidiaries is contingent upon maintaining the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withconfidentiality thereof.
Appears in 3 contracts
Sources: Underwriting Agreement (Cambium Networks Corp), Underwriting Agreement (Cambium Networks Corp), Underwriting Agreement (Cambium Networks Corp)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The Company and the Company Subsidiaries own (free and its subsidiaries own clear of any Liens (other than Permitted Liens), exclusive licenses or non-exclusive licenses not granted in the ordinary course of business) or have the right a valid license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in or necessary to carry on their business as currently conducted, and (ii) such Intellectual Property referenced in clause (i) above is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of their respective businesses (Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, “all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property”); (ii) , and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted, or, to the Company’s knowledge, threatened against the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeCompany or any Company Subsidiary concerning the ownership, misappropriate validity, registerability, enforceability, infringement or otherwise violate use of, or licensed right to use, any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to . To the knowledge of the Company, the Intellectual Property none of the Company and its subsidiaries or any of the Company Subsidiaries is not being infringed, misappropriated using or otherwise violated by enforcing any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been owned by or licensed to the Company or any subsidiary, and all such agreements are of the Company Subsidiaries in full force and effect, except in each case as a manner that would not reasonably be expected to have a Material Adverse Effectresult in the abandonment, cancellation or unenforceability of such Intellectual Property. No technology employed by The Company and each of the Company or its subsidiaries Subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates taken commercially reasonable measures to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use protect the Intellectual Property of any third party, except in each case as would not reasonably be expected owned by or licensed to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Summit Financial Group Inc), Securities Purchase Agreement (MBT Financial Corp), Securities Purchase Agreement (MBT Financial Corp)
Intellectual Property. (a) Except as would not, individually or in the aggregate, for matters which are not reasonably be expected likely to have a Material Adverse Effect, (i) each of the Company and its subsidiaries own Subsidiaries has ownership of, or have the a license or other legal right to use use, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-howcopyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, proceduresdata compilation, proprietary research results or confidential information and all other worldwide intellectual property, industrial property and proprietary rights used in the business of the Company or its Subsidiaries (collectively, “Intellectual Property”) used and (ii) all of the Intellectual Property owned by the Company or its Subsidiaries consisting of patents, registered trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the conduct United States and/or such other jurisdictions.
(b) Except for matters which are not reasonably likely to have a Material Adverse Effect, all material licenses or other material agreements under which (i) the Company or any of their respective businesses (such its Subsidiaries employs rights in Intellectual Property, “Company Intellectual Property”); or (ii) the Company or any of its Subsidiaries has granted rights to others in Intellectual Property owned or licensed by the Company or any of its Subsidiaries, are in full force and effect, and there is no default by the Company or any of its Subsidiaries with respect thereto.
(c) The Company believes that it has taken all steps reasonably required in accordance with sound business practice and business judgment to establish and preserve the Company’s knowledge, the Company’s and its subsidiaries’ conduct ownership of their respective businesses does not infringe, misappropriate or otherwise violate any all material Intellectual Property of any person; (iii) owned by the Company and or its subsidiaries Subsidiaries.
(d) Except for matters which are not reasonably likely to have not received any written notice of any valid claim relating to Intellectual Property; and (iv) a Material Adverse Effect, to the knowledge of the Company, (i) the Intellectual Property present business, activities and products of the Company and its subsidiaries Subsidiaries do not infringe any intellectual property of any other person; (ii) neither the Company nor any of its Subsidiaries is not being infringed, misappropriated making unauthorized use of any confidential information or otherwise violated by trade secrets of any person. The Company ; and its subsidiaries have complied with (iii) the material terms activities of each agreement pursuant to which Company Intellectual Property has been licensed to any of the employees on behalf of the Company or any subsidiaryof its Subsidiaries do not violate any agreements or arrangements related to confidential information or trade secrets of persons other than the Company or its Subsidiaries or restricting any such employee’s engagement in business activities of any nature.
(e) No proceedings are pending, and all such agreements are or to the knowledge of the Company, threatened, which challenge the rights of the Company or any of its Subsidiaries in full force and effectrespect of the Company’s or any of its Subsidiaries’ right to the use of the Intellectual Property, except in each case as would for matters which are not reasonably be expected likely to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Endocardial Solutions Inc), Stock Purchase Agreement (Endocardial Solutions Inc), Stock Purchase Agreement (Endocardial Solutions Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “"Intellectual Property”Property Assets") used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted and described in the Company’s knowledge, General Disclosure Package and the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in subsidiaries. To the Company’s Knowledge, the Company and its subsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any contractual or legal obligation binding on other person. All licenses for the Company, its subsidiaries, or any use of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as under development described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the scope execution of appropriate nondisclosure and confidentiality agreements. The consummation of the claims transactions contemplated by this Agreement will not result in the loss or impairment of one or more patents or patent applications owned bypayment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in hold for use any of the patents Intellectual Property Rights as owned, used or patent applications included held for use in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution conduct of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withbusiness as currently conducted.
Appears in 3 contracts
Sources: Underwriting Agreement (Protara Therapeutics, Inc.), Underwriting Agreement (Protara Therapeutics, Inc.), Underwriting Agreement (Solar3d, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service ▇▇▇▇ registrationscopyrights, domain names copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and other marketing data, object and source indicators, copyrights and copyrightable workscodes, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses its business as now being conducted and as presently contemplated to be conducted in the future (such Intellectual Propertycollectively, the “Company Intellectual Property”); . Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (iicollectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its subsidiaries’ conduct ownership of their respective businesses does not infringe, misappropriate or otherwise violate licensing rights in or to any Company Intellectual Property of any person; (iii) Property. Neither the Company and nor any of its subsidiaries have not received Subsidiaries has entered into any written notice of any valid claim relating consent agreement, indemnification agreement, forbearance to Intellectual Property; and (iv) ▇▇▇ or settlement agreement with respect to the knowledge validity of the Company, the ’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any personIntellectual Property. The Company and its subsidiaries Subsidiaries have complied complied, in all material respects, with their respective contractual obligations relating to the material terms protection of each agreement pursuant to which the Company Intellectual Property has been licensed used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.
Appears in 3 contracts
Sources: Securities Purchase Agreement (True Drinks Holdings, Inc.), Securities Purchase Agreement (True Drinks Holdings, Inc.), Securities Purchase Agreement (True Drinks Holdings, Inc.)
Intellectual Property. Except as would notContractor represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Contractor for this Agreement and hereby grants to the Village any and all such licenses and unrestricted use thereof. The Village shall own, individually without restriction or in the aggregatelimitation, reasonably be expected to have a Material Adverse Effectall text, (i) the Company graphics, designs, renderings, images, logos, social media posts, audio visual materials, tag lines, processes, ideas and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information any and all other worldwide intellectual property, industrial property content in any and proprietary rights all formats (collectively, collectively “Intellectual Property”) used created by or provided by Contractor, Contractor’s employees or Contractor’s independent contractors for purposes of fulfilling the terms of this Agreement. Contractor will ensure that all independent contractors have written agreements in place that transfers ownership of all Intellectual Property created by them or provided by them to the Village, without restriction or limitation. Contractor represents and warrants that all Intellectual Property provided to the Village by Contractor will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third-party. Contractor agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney’s fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such infringement claim by any third-party. If a claim is made or an action brought that the materials provided (or any component thereof) to the Village, infringes a third-party patent, copyright, or trademark, or misappropriates any trade secret or other intellectual property right, then Contractor will defend Village from, in the conduct manner and form determined in the sole discretion of their respective businesses the Village, and indemnify and hold harmless Village against, such claim and any resulting costs, damages and attorneys’ fees arising out of or incurred as a result of such claim, together with all amounts finally awarded or agreed to in settlement. The Village shall have sole control of the defense and all related settlement negotiations at the Contractor’s expense. Contractor agrees to cooperate fully in any investigation, defense or settlement of such claim or action. If the Village is enjoined from using any Intellectual Property due to an actual or claimed infringement of any patent, trademark, or copyright or other property right or for any other reason, then at Contractor’s option, Contractor shall promptly either: (i) procure for the Village, at Contractor’s expense, the right to continue using the Intellectual Property; or (ii) replace or modify the Intellectual Property, at Contractor’s expense, so that the Intellectual Property become non-infringing. Contractor shall assist the Village in protecting its ownership of the Intellectual Property. Such assistance shall include, without limitation, providing such assistance as may be necessary for the Village to obtain registrations for its rights in and to any Intellectual Property solely in the name of Village and to enforce its rights in such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any . These Intellectual Property rights, representations, warrants and protections will survive the termination or expiration of any person; (iii) the Company and its subsidiaries have not received any written notice this Agreement, whether by lapse of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated time or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withotherwise.
Appears in 3 contracts
Sources: Contract for Holiday Decorations and Installation, Contract for Outfitting, Holiday Décor Installation and Takedown Agreement
Intellectual Property. Except as would not, individually The Company owns or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have possesses the right to use all patents, patent applicationstrademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property (collectively, “Intellectual Property”) necessary to carry on its business as currently conducted, and as proposed to be conducted and described in the the SEC Filings, and the Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company with respect to the foregoing except for those that could not have a Material Adverse Effect. The Intellectual Property licenses described in the SEC Filings are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and are not in breach nor have received any asserted or threatened claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. To the Company’s Knowledge, the Company’s business as now conducted and as proposed to be conducted does not and will not infringe or conflict with any valid and enforceable patents, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-howcopyrights, trade secrets, systems, procedures, proprietary licenses or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property or franchise right of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating and, if found to Intellectual Property; and (iv) to the knowledge of the Companyso infringe or conflict, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected do so in a manner or to an extent that it could have a Material Adverse Effect. No technology employed claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its subsidiaries rights in all Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of the businesses as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been obtained corrected, and to the Company’s Knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is being used subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company has at all times complied with all applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. No claims have been asserted or its subsidiaries in threatened against the Company alleging a violation of any contractual person’s privacy or legal obligation binding on personal information or data rights and the Companyconsummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, its subsidiariesdata protection, or any the collection and use of their officerspersonal information collected, directors, employeesused, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to held for use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within in the scope conduct of the claims of one or more patents or patent applications owned byCompany’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withmisuse.
Appears in 3 contracts
Sources: Purchase Agreement (Celsion CORP), Purchase Agreement (Celsion CORP), Purchase Agreement (Celsion CORP)
Intellectual Property. (a) Section 3.20(a)(i) of the Disclosure Schedule sets forth each material (i) registered trademark, service ▇▇▇▇ and related application (the “Marks”) and (ii) internet domain name registration and related application (the “Domain Names”), in each case owned by the Company or any Subsidiary as of the date hereof. Neither the Company nor any Subsidiary owns any registration or application for registration of any Intellectual Property other than the Marks and the Domain Names. Section 3.20(a)(ii) of the Disclosure Schedule sets forth all material license agreements to which the Company or any Subsidiary is a party with respect to any Marks or Domain Names as of the date hereof. The Intellectual Property owned or licensed by the Company and its Subsidiaries (collectively, the “Company IP”) is sufficient for the continued conduct of the respective businesses of the Company and its Subsidiaries after the Closing in the same manner as such businesses were conducted prior to the Closing in all material respects. To the knowledge of Seller, the operation of the business of the Company and its Subsidiaries does not infringe, misappropriate, dilute or otherwise violate the Intellectual Property of any third party in any material respect.
(b) Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service each ▇▇▇▇ registrationsand Domain Name listed in Section 3.20(a)(i) of the Disclosure Schedule (the “Transferred Marks and Domain Names”) is registered in the name of the Company or one of its Subsidiaries, domain names and other source indicatorsas indicated in Section 3.20(a)(i) of the Disclosure Schedule, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information none of the material Marks are abandoned and all other worldwide intellectual propertyof the material Marks are subsisting, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) as of the date hereof, to the Company’s knowledgeknowledge of Seller, there is no infringement of the Company’s Transferred Marks and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate Domain Names or otherwise violate any Intellectual Property of other Company IP by any person; third party and (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of Seller, the Company, continued use of the Transferred Marks and Domain Names in the business will not result in any infringement or dilution of the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described party in the Registration Statement, the Pricing Disclosure Package United States and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application claim as to any Transferred Marks and Domain Names registered in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (Bforeign countries identified in Section 3.20(b) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withDisclosure Schedule.
Appears in 3 contracts
Sources: Unit Purchase Agreement (Express Parent LLC), Unit Purchase Agreement (Express Parent LLC), Unit Purchase Agreement (Limited Brands Inc)
Intellectual Property. Except as would not, individually or 7.1 The Company and its subsidiaries are entitled to carry on its present business in the aggregatemanner in which it is presently carried on and such business does not and is not likely to infringe or conflict with any right (and in particular any industrial or intellectual property right) of any other person.
7.2 All trademarks, reasonably be expected to have a Material Adverse Effectpatents, (i) designs, business names, trade names, copyright, know-how and other similar industrial, commercial or intellectual rights used by the Company and its subsidiaries own in connection with its business have been disclosed in the Disclosure Letter and are in the sole beneficial ownership of the Company and its subsidiaries and to the extent to which the same are capable of registration are registered in the name of the Company and its subsidiaries as sole proprietor and are valid and enforceable and none of them is being used, claimed, opposed or have attacked by any other person nor has anything been done or omitted whereby they or any of them might cease to be valid and enforceable or used, claimed, opposed or attacked as aforesaid.
7.3 No licence or other authority has been granted or agreed to be granted by the right Company and its subsidiaries to any person to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names in any manner or to do anything which would or might otherwise infringe any of the rights referred to (specifically or in general terms) in clause 7.2 and the Company and its subsidiaries have not permitted to be disclosed or agreed to disclose to any person other source indicators, copyrights and copyrightable works, the Purchaser any of its know-how, trade secrets, systemsconfidential information, procedures, proprietary technical processes or confidential information lists of customers or suppliers.
7.4 All licences and all authorities from any other worldwide intellectual property, industrial property and proprietary person under which any of the rights referred to (collectively, “Intellectual Property”specifically or in general terms) in clause 7.2 are used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) by the Company and its subsidiaries have and are in full force and effect and the Vendors are not received any written notice aware of any valid claim relating to Intellectual Property; breach by the Company and (iv) to the knowledge its subsidiaries of the Company, terms and conditions of any such licence or authority or of any circumstances whereby the same may be prematurely terminated or rescinded.
7.5 There is no infringement of any Intellectual Property Rights in the operation of any business of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force products and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge properties of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of subsidiaries are not subject to any patent within the Company third party's Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withProperties Rights.
Appears in 3 contracts
Sources: Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc), Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc), Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service ▇▇▇▇ registrationsand copyrights, domain names and other source indicators, copyrights registrations and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to future as set forth in the Company’s knowledgeRegistration Statement, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate General Disclosure Package or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to Prospectus. To the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity, other than a claim on certain of the Company’s patents. Neither the Company nor any of its subsidiaries has received any communication or notice alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company and or its subsidiaries is not being infringed, misappropriated or otherwise violated by any personwhich would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied with the material terms of each agreement pursuant taken all reasonable steps necessary to which Company secure their interests in such Intellectual Property has been licensed from their employees and contractors and to protect the Company or any subsidiary, confidentiality of all of their confidential information and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effecttrade secrets. No technology None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directorsdirectors or employees or otherwise in violation of the rights of any persons. Except as described in the Registration Statement, employeesthe General Disclosure Package, or contractorsthe Prospectus, which violation relates (i) the Company is not aware of outstanding options, licenses or agreements of any kind relating to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described and (ii) neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property or other similar rights of any third partyother person or entity which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not so described. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except in each case as would those that could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiariessubsidiaries are not subject to any judgment, (A) there is no patent order, writ, injunction or published patent application in the U.S. decree of any court or any federal, state, local, foreign or other jurisdiction that contains claims that materially interfere with the issued governmental department, commission, board, bureau, agency or pending claims instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any patent within the Company pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 3 contracts
Sources: Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc)
Intellectual Property. (a) Except as would not, individually disclosed in the Filed Company SEC Documents or in the aggregateCompany Disclosure Schedule, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own the Company Subsidiaries own, or have the right are licensed or otherwise possess legally enforceable rights to use all patents, patent applicationstrademarks, trademarkstrade names, service marks, trade namescopyrights, trademark registrationsand any applications therefor, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable workstechnology, know-how, trade secretscomputer software programs or applications, systems, procedures, and tangible or intangible proprietary information or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) material that are used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property business of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effectSubsidiaries as currently conducted, except in each case as would not reasonably be expected to have a Company Material Adverse Effect. No technology employed by .
(b) Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Schedule or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries are not in violation of any licenses, sublicenses and other agreements as to which the Company and/or the Company Subsidiaries are a party and pursuant to which the Company and/or the Company Subsidiaries are authorized to use any third-party patents, trademarks, service marks and copyrights ("Third-Party Intellectual Property Rights"). The products described Except as disclosed in the Registration StatementFiled Company SEC Documents or in the Company Disclosure Schedule and except as would not reasonably be expected to have a Company Material Adverse Effect, as of the Pricing Disclosure Package date of this Agreement no claims with respect to the patents, registered and the Prospectus as under development material unregistered trademarks and service marks, registered copyrights, trade names and any applications therefor owned by the Company or the Company Subsidiaries (the "Company Intellectual Property Rights"), any subsidiary fall within trade secret material to the scope of the claims of one or more patents or patent applications owned byCompany, or exclusively licensed toThird-Party Intellectual Property Rights to the extent arising out of any use, reproduction or distribution of such Third Party Intellectual Property Rights by or through the Company or the Company Subsidiaries, are currently pending (or, to the Knowledge of the Company, are overtly threatened by any subsidiary. Person) against the Company.
(c) To the knowledge Company's Knowledge, all patents, registered trademarks, service marks and copyrights held by the Company or the Company Subsidiaries are valid and subsisting. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Schedule, to the Company's Knowledge, there is no material unauthorized use, infringement or misappropriation of any Company Intellectual Property Rights by any third party, including any employee or former employee of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Aquent Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company Medicus and its subsidiaries own own, or have the right are licensed or otherwise possess legally enforceable rights to use all patents, patent applicationstrademarks, trademarkstrade names, service marks, trade namescopyrights, trademark registrationsand any applications therefor, service ▇▇▇▇ registrationsmaskworks, domain names and other source indicatorsnet lists, copyrights and copyrightable worksschematics, technology, know-how, trade secrets, systemsinventory, proceduresideas, algorithms, processes, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or confidential information and all other worldwide intellectual property, industrial property and proprietary rights material (collectively, “"Intellectual Property”") that are used in the conduct business of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) Medicus and its subsidiaries as currently conducted or as proposed to the Company’s knowledge, the Company’s be conducted by Medicus and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) except to the Company and its subsidiaries extent that the failure to have such rights have not received any written notice of any valid claim relating to Intellectual Property; had and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by Effect on Medicus.
(b) Medicus has provided to QuadraMed (i) all patents and patent applications and all registered and unregistered trademarks, trade names and service marks, registered and unregistered copyrights, and maskworks, which Medicus considers to be material to its business and included in the Company or its subsidiaries Intellectual Property, including the jurisdictions in which each 15 such Intellectual Property right has been obtained issued or registered or in which any application for such issuance and registration has been filed, (ii) all licenses, sublicenses and other agreements as to which Medicus is being used by the Company a party and pursuant to which any person is authorized to use any Intellectual Property, and (iii) all licenses, sublicenses and other agreements as to which Medicus is a party and pursuant to which Medicus is authorized to use any third party patents, trademarks or its subsidiaries in violation copyrights, including software ("Third Party Intellectual Property Rights") which are incorporated in, are, or form a part of any contractual Medicus product that is material to its business.
(c) To Medicus' knowledge, there is no unauthorized use, disclosure, infringement or legal obligation binding on the Companymisappropriation of any Intellectual Property rights of Medicus or any of its subsidiaries, any trade secret material to Medicus or any of its subsidiaries, or any Intellectual Property right of their officersany third party to the extent licensed by or through Medicus or any of its subsidiaries, directorsby any third party, employeesincluding any employee of its subsidiaries has entered into any agreement to indemnify any other person against any charge of infringement of any Intellectual Property, other than indemnification provisions contained in purchase orders arising in the ordinary course of business.
(d) Medicus is not, nor will it be as a result of the execution and delivery of this Agreement or contractorsthe performance of its obligations under this Agreement, which violation relates in breach of any license, sublicense or other agreement relating to the Intellectual Property or Third Party Intellectual Property Rights, the breach of which would have a confidentiality obligationMaterial Adverse Effect on Medicus.
(e) All patents, an obligation to assign registered trademarks, service marks and copyrights held by Medicus are valid and subsisting. Medicus
(i) has not been sued in any suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or other proprietary right of any third party and (ii) has not brought any action, suit or proceeding for infringement of Intellectual Property to a previous employer, or an obligation otherwise not to use the breach of any license or agreement involving Intellectual Property against any third party. The manufacture, marketing, licensing or sale of Medicus' products does not infringe any patent, trademark, service mark, ▇▇pyright, trade secret or other proprietary right of any third party, except in each case as where such infringement would not reasonably be expected to have a Material Adverse Effect. The products described in Effect on Medicus.
(f) Medicus has secured valid written assignments from all consultants and employees who contributed to the Registration Statement, the Pricing Disclosure Package and the Prospectus as under creation or development by the Company or any subsidiary fall within the scope of Intellectual Property of the claims rights to such contributions that Medicus does not already own by operation of one or more patents law.
(g) Medicus has taken all reasonable and appropriate steps to protect and preserve the confidentiality of all Intellectual Property not otherwise protected by patents, or patent applications or copyright ("Confidential Information"). All use, disclosure or appropriation of Confidential Information owned by, by Medicus by or exclusively licensed to, to a third party has been pursuant to the Company or any subsidiaryterms of a written agreement between Medicus and such third party. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.All use,
Appears in 3 contracts
Sources: Merger Agreement (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Merger Agreement (Quadramed Corp)
Intellectual Property. Except (a) No Loan Party shall intentionally do any act or intentionally omit to do any act whereby any of the material Intellectual Property owned by such Loan Party may lapse, or become abandoned, canceled, dedicated to the public, forfeited, unenforceable or otherwise impaired, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; provided, however, that such Loan Party may discontinue the use and/or maintenance of any Intellectual Property, including any material Intellectual Property, that such Loan Party determines, in its reasonable good faith determination, is no longer desirable in the ordinary conduct of such Loan Party’s business. No Loan Party shall, with respect to any Trademarks (as would notthe term is defined in the Guarantee and Collateral Agreement) constituting material Intellectual Property owned by such Loan Party, cease the use of any of such Trademarks or fail to maintain a similar level of quality of products sold and services rendered under any such Trademark as the quality of such products and services as of the Closing Date, and such Loan Party shall take reasonable steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; provided, however, that such Loan Party may discontinue the use and/or maintenance of any Trademarks constituting material Intellectual Property, that such Loan Party determines, in its reasonable good faith determination, is no longer valuable in the ordinary conduct of such Loan Party’s business. Each Loan Party shall take reasonable steps in the ordinary course of business, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark, Patent, and Copyright (as each such term is defined in the Guarantee and Collateral Agreement) owned by any Loan Party and constituting material Intellectual Property that such Loan Party determines is desirable in the ordinary course of business.
(b) Other than in the ordinary course of business and except as could not reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party shall timely notify the Collateral Agent if it knows or has reason to know that any item of material Intellectual Property owned by a Loan Party may become (i) abandoned or dedicated to the Company and its subsidiaries own public or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used placed in the conduct of their respective businesses (such Intellectual Propertypublic domain, “Company Intellectual Property”); (ii) to the Company’s knowledgeinvalid or unenforceable, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) subject to any adverse determination or development regarding any Loan Party’s ownership, registration or use or the Company and its subsidiaries have validity or enforceability of such item of such material Intellectual Property (including but not received any written notice of any valid claim relating to Intellectual Property; and (iv) limited to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiariesinstitution of, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under adverse development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed with respect to, the Company any action or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application proceeding in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of Office, the United States patents Copyright Office, any state registry, any foreign counterpart of the foregoing, any court or any tribunal) or (iv) the subject of any reversion or termination rights.
(c) Each Loan Party shall not permit the inclusion in any contract to which it hereafter becomes a party and patent applications pursuant to which it acquires Intellectual Property any provision that could or may in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Loan Party’s rights and interests in any property included within the Company definitions of any material Intellectual Property have been materially complied withacquired under such contracts.
(d) In the event that any material Intellectual Property owned by or exclusively licensed to any Loan Party, to a Loan Party’s knowledge, is infringed, misappropriated, diluted or otherwise violated by a third party, such Loan Party shall take commercially reasonable actions, as it would otherwise in such Loan Party’s reasonable good faith determination and in all foreign offices having similar requirementsthe ordinary course of business take, to stop such requirements have been materially complied withinfringement, misappropriation, dilution or other violation and protect its rights in such material Intellectual Property including, in such Loan Party’s reasonable good faith determination, if necessary, the initiation of a suit for injunctive relief and to recover damages. Each Loan Party shall use commercially reasonable efforts in the ordinary course of business to use proper statutory notice in connection with its use of any of the material Intellectual Property.
Appears in 3 contracts
Sources: Credit Agreement (AAC Holdings, Inc.), Incremental Loan Assumption Agreement (AAC Holdings, Inc.), Credit Agreement (AAC Holdings, Inc.)
Intellectual Property. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries has, or has rights to use or own or possess, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the Registration Statement, the General Disclosure Package or the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the knowledge of the Company, neither the Company nor any subsidiary is now infringing, and upon further development or commercialization, will not infringe, any valid claim of any issued patents, copyrights or trademarks of others. Neither the Company nor any subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect. Other than as specifically described in the Registration Statement, the General Disclosure Package or the Prospectus, the Company has not received, since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package, or the Prospectus, a written notice of a claim or otherwise has any knowledge that the Company’s or its subsidiaries’ products or planned products as described in the Registration Statement, the General Disclosure Package or the Prospectus violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and each subsidiary has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 3 contracts
Sources: Underwriting Agreement (Innovation Beverage Group LTD), Underwriting Agreement (Innovation Beverage Group LTD), Underwriting Agreement (Innovation Beverage Group LTD)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service ▇▇▇▇ registrationscopyrights, domain names copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and other marketing data, object and source indicators, copyrights and copyrightable workscodes, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “Intellectual Property”"INTANGIBLES") used in necessary for the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (iiits business as now being conducted and as presently contemplated to be conducted in the future. Section 3(l) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Disclosure Schedule sets forth a list of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being Intangibles owned and/or used by the Company or in its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarybusiness. To the knowledge of the Company and its subsidiariesSubsidiaries, (A) neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to ▇▇▇ or settlement agreement with respect to the validity of the Company's or its Subsidiaries' ownership of or right to use its Intangibles and there is no patent reasonable basis for any such claim to be successful. The Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or published patent application in been abandoned or canceled or is the U.S. subject of cancellation or other jurisdiction that contains claims that materially interfere adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the issued protection of the Intangibles used pursuant to licenses. No person is infringing on or pending claims of any patent within violating the Intangibles owned or used by the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withits Subsidiaries.
Appears in 3 contracts
Sources: Securities Purchase Agreement (PDG Environmental Inc), Securities Purchase Agreement (Daugherty Resources Inc), Securities Purchase Agreement (Qsound Labs Inc)
Intellectual Property. Except as would not(a) The Seller Disclosure Schedule lists all licenses, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names sublicenses and other source indicators, copyrights and copyrightable works, knowagreements (“In-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual PropertyBound Licenses”) used in the conduct of their respective businesses (such Intellectual Propertypursuant to which a third party authorizes Seller to use, “Company Intellectual Property”); (ii) to the Company’s knowledgepractice any rights under, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringeor grant sublicenses with respect to, misappropriate or otherwise violate any Intellectual Property Rights or Technology owned by a third party and used by Seller at the Facility, other than In-Bound Licenses that consist solely of “shrink-wrap” and similar commercially available end-user licenses, and, with respect to each In-Bound License, whether the In-Bound License is exclusive or non-exclusive.
(b) Seller represents and warrants that it possesses the rights necessary to enter into and perform its obligations under the Intellectual Property License Agreement.
(c) To Seller’s knowledge and except for uses that apply solely to Seller-proprietary products, by operating the Facility and using the other Purchased Assets and Licensed Intellectual Property to manufacture Seller-proprietary semiconductor devices, Seller has not infringed and is not infringing upon, or otherwise unlawfully used or uses, any person; (iiiIntellectual Property Rights of a third party. Since January 1, 2009, and except as set forth in Section 4.11(c) of the Company and its subsidiaries have Seller Disclosure Schedule or with respect to claims solely related to Seller-proprietary products, Seller has not received any written notice communication alleging that Seller has violated or, by operating the Facility and using the other Purchased Assets to manufacture Seller-proprietary semiconductor devices, would violate, any Intellectual Property Rights of any valid claim relating a third party.
(d) To Seller’s Knowledge, no Facility Employee has been or is, by performing services related to Intellectual Property; and (iv) to the knowledge Seller’s operation of the Company, the Intellectual Property Facility and use of the Company and its subsidiaries is not being infringedother Purchased Assets to manufacture Seller-proprietary semiconductor devices, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual term of any employment, invention disclosure or legal obligation binding on assignment, confidentiality or noncompetition agreement or other restrictive covenant or any Order.
(e) The execution and delivery of this Asset Purchase Agreement by Seller does not, and the Companyconsummation of the transactions contemplated hereby (in each case, its subsidiarieswith or without the giving of notice or lapse of time, or both), will not, directly or indirectly, result in the loss or impairment of, or give rise to any right of any third party to terminate or reprice or otherwise renegotiate any of their officersthe In-Bound Licenses, directorsnor require the consent of any Governmental Entity or other third party in respect of any such In-Bound Licenses.
(f) To Seller’s Knowledge, employees, the Software and other information technology used to operate the Facility and that will be included as a Purchased Asset or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign that constitutes Licensed Intellectual Property to a previous employer, or an obligation otherwise not to use under the Intellectual Property License Agreement (i) are configured and maintained to mitigate the effects of viruses and do not contain Trojan horses or other malicious code and (ii) have not suffered any third partymaterial error, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described breakdown, failure, or security breach in the Registration Statement, last twenty-four months that has caused material disruption or damage to the Pricing Disclosure Package Facility or the use of the other Purchased Assets to manufacture Seller-proprietary semiconductor devices or that was potentially reportable to any Governmental Entity.
(g) Seller is in possession of and the Prospectus as Buyer will receive such working copies of all Software included in the Purchased Assets or that constitutes Licensed Intellectual Property licensed to Seller under development the Intellectual Property License Agreement, including, object and (for Software owned by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed toto any Acquired Company) source code, the Company or any subsidiary. To the knowledge of the Company and its subsidiariesall related manuals and other documentation, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications as included in the Company Purchased Assets or Licensed Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 3 contracts
Sources: Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Asset Purchase Agreement (Integrated Device Technology Inc), Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company 8.1 Proprietary Marks and its subsidiaries own or have the right to use Good Will. "Manufacturer's Proprietary Marks" ------------------------------- include all patents, patent applications, trademarks, service marks, trade names, trademark registrationsand logotype employed by Manufacturer and include, service ▇▇▇▇ registrationsbut are not limited to: i) the name "VanishPoint", domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s letters "RT" surrounded by an oval; and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company graphic depiction of a needle surrounded by a spring. Marketer agrees that its use of Manufacturer's Proprietary Marks shall enure to the benefit of Manufacturer. Marketer hereby: i) acknowledges the validity of Manufacturer's Proprietary Marks; ii) acknowledges that Manufacturer is the owner of Manufacturer's Proprietary Marks and its subsidiaries have of all goodwill associated with Manufacturer's Proprietary Marks or with the Products; iii) agrees not received to acquire any written notice of interest in, infringe upon, contest, or take any valid claim relating other action to Intellectual Propertyinjure or to assist another to injure Manufacturer's rights in Manufacturer's Proprietary Marks; and (iv) agrees that any interest which may be acquired by Marketer during the term of this Agreement or within one year thereafter in Manufacturer's Proprietary Marks or in goodwill associated with Manufacturer's Proprietary Marks or the Products, whether in the Territory or elsewhere, shall be acquired on behalf of and for the benefit of Manufacturer and shall be assigned to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any personManufacturer upon request at no charge. The Company and its subsidiaries have complied Marketer shall use Manufacturer's Proprietary Marks only in connection with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryManufacturer's Products, and all such agreements are in full force only during the term of this Agreement. Marketer shall seek to benefit from the goodwill associated with Manufacturer's Proprietary Marks or the Products only during the term of this Agreement and effect, except in each case as would not reasonably be expected only within the Territory. Marketer shall promptly report to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in Manufacturer any violation of any contractual Manufacturer's rights in Manufacturer's Proprietary Marks or legal obligation binding on the Company, its subsidiaries, or any goodwill of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withMarketer becomes aware.
Appears in 3 contracts
Sources: National Marketing and Distribution Agreement (Retractable Technologies Inc), National Marketing and Distribution Agreement (Retractable Technologies Inc), National Marketing and Distribution Agreement (Retractable Technologies Inc)
Intellectual Property. (a) Section 2.13(a) of the Company Disclosure Letter sets forth a true and complete list of all (i) material Company Intellectual Property owned by the Company and each Company Subsidiary and for which (a) the Company and each Company Subsidiary has been issued a registration of any Intellectual Property or (b) the Company and each Company Subsidiary is currently prosecuting applications for registration of any Intellectual Property; (ii) material domain names owned the Company and each Company Subsidiary and used by the Company and each Company Subsidiary in the conduct of the business; and (iii) material unregistered trademarks owned by the Company and each Company Subsidiary and used by the Company and each Company Subsidiary in the conduct of the business (the “Company Owned Intellectual Property”). All applications for registration of the Company Owned Intellectual Property and all registrations for the Company Owned Intellectual Property are subsisting, and all annuity, maintenance, renewal and other fees necessary to maintain any registered Company Owned Intellectual Property are current.
(b) To the Knowledge of the Company, the Company and/or the Company Subsidiaries own or otherwise have sufficient rights to use all material Intellectual Property necessary to conduct its business as currently conducted (“Necessary Intellectual Property”). Consummation of the transactions contemplated by this Agreement will not encumber, impair or extinguish any rights of the Company or the Company Subsidiaries in the Necessary Intellectual Property.
(c) Section 2.13(c) of the Company Disclosure Letter lists all agreements under which the Company or any Company Subsidiary is granted any material license rights with respect to the Intellectual Property of any third party that constitutes Necessary Intellectual Property, excluding any use licenses, label licenses and similar licenses that customarily accompany the sale or license of products, materials or off-the-shelf shrink-wrap, click-through or similar licenses for commercially available software, in each case as may be granted to the Company or the Company Subsidiaries as a result of the Company’s or the Company Subsidiaries’ purchase or licensing of materials, products, services and off-the-shelf shrink-wrap, click-through or similar licenses for commercially available software in the ordinary course of business. To the Knowledge of the Company, each such agreement is in full force and effect, and the Company has in all material respects performed its obligations thereunder. Except as would set forth in Section 2.13(d) of the Company Disclosure Letter, no Government Entity, university, college, other educational institution or research center has any claim or right in or to the Company Owned Intellectual Property.
(d) The conduct of the business as conducted by the Company and each Company Subsidiary as of the date hereof, does not, to the Knowledge of the Company, constitute infringement, misappropriation or other violation of any Intellectual Property rights of any Person. The Company and each Company Subsidiary have not received during the four (4) year period prior to the Closing Date, any written notice of infringement, misappropriation or violation of any Intellectual Property right of any other Person.
(e) To the Knowledge of the Company, there is no infringement, misappropriation or unauthorized use by any Person of any of the Company Owned Intellectual Property. No Person has challenged in writing or in any litigation to which the Company is a party the validity or enforceability of any of the Company Owned Intellectual Property or the title of the Company and each Company Subsidiary thereto and, to the Knowledge of the Company, no such litigation has been threatened in writing.
(f) The Company and each Company Subsidiary have taken reasonable actions intended to preserve the confidentiality of all trade secrets that are material to the Company’s current business.
(g) To the extent any Company Owned Intellectual Property has been developed or created by any party (including any current or former employee of the Company or the Company Subsidiaries) for the Company or any of the Company Subsidiaries, the party has assigned exclusive ownership to the Company and/or the Company Subsidiaries with respect thereto.
(h) None of the Company or the Company Subsidiaries has given to any Person an indemnity in connection with any Intellectual Property, other than indemnities that are made in the ordinary course of business consistent with past practices under the Company’s Contracts or otherwise, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used that could not result in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed liability to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation excess of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with$500,000.
Appears in 2 contracts
Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (Affymetrix Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each of the Company and its subsidiaries own Subsidiaries owns or have the right --------------------- is licensed to use all patents, patent applications, trademarks, service markstrademark applications, trade names, trademark registrationsservice marks, service ▇▇▇▇ registrationscopyrights, domain names and other source indicatorscopyright applications, copyrights and copyrightable workslicenses, permits, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide intellectual property, industrial property similar rights and proprietary rights knowledge (collectively, “"Intellectual Property”") used in necessary for the conduct of their respective businesses (such Intellectual Propertyits business as now being conducted. Except as disclosed in Section 3(i) of the Disclosure Letter, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, neither the Company nor any of its Subsidiaries infringes or is in conflict with any right of any other person with respect to any Intellectual Property that, individually or in the aggregate, if the subject of the Company and its subsidiaries is not being infringedan unfavorable decision, misappropriated ruling or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryfinding, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by Except as disclosed in Section 3(i) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third party Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent, indemnification, forbearance to ▇▇▇ or settlement agreements with respect to the validity of the Company's or its subsidiaries Subsidiaries' ownership or right to use its Intellectual Property and, to the knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Intellectual Property is valid and enforceable and no registration relating thereto has lapsed, expired or been obtained abandoned or canceled or is being the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Intellectual Property used pursuant to licenses. Except as disclosed in Section 3(i) of the Disclosure Letter, to the best knowledge of the Company, no person is infringing on or violating the Intellectual Property owned or used by the Company of its Subsidiaries. The Company and each or its subsidiaries in violation of any contractual or legal obligation binding on Subsidiaries have taken reasonable security measures to protect the Companysecrecy, its subsidiaries, or any confidentiality and value of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Securities Purchase and Exchange Agreement (Ientertainment Network Inc), Securities Purchase and Exchange Agreement (Ientertainment Network Inc)
Intellectual Property. (a) Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, : (i) either the Company or a Company Subsidiary is the sole and exclusive owner of all right, title, and interest in and to, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted, and such rights comprise all Intellectual Property necessary and sufficient to enable the Company and its subsidiaries own or have the right Subsidiaries to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (in the manner in which such Intellectual Property, “Company Intellectual Property”)businesses are currently being conducted and proposed to be conducted; (ii) there are no pending or, to the Company’s knowledge, knowledge of the Company’s and , threatened claims against the Company or its subsidiaries’ conduct Subsidiaries by any Person challenging the ownership, enforceability or validity of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of the Company or any person; (iii) of its Subsidiaries or alleging infringement, misappropriation, or unauthorized use by the Company or its Subsidiaries for their use of any Intellectual Property in their respective businesses as currently conducted, and the Company and its subsidiaries Subsidiaries have not received any written notice of any valid claim relating to Intellectual Propertysuch claim; and (iviii) to the knowledge of the Company, the Intellectual Property conduct of the businesses of the Company and its subsidiaries is Subsidiaries does not being infringedinfringe, misappropriated misappropriate or otherwise violated violate, any Intellectual Property or any other similar proprietary right of any Person; and (iv) as of the date hereof, neither the Company nor any of its Subsidiaries has made any claim of a violation, infringement, or other violation by any person. The Company and Person of its subsidiaries have complied rights to or in connection with the material terms of each agreement pursuant to which Company any Intellectual Property has been licensed to used in the business of the Company or any subsidiary, and all such agreements are in full force and effect, except in each case its Subsidiaries.
(b) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. No technology employed by , the Company and all of the Company Subsidiaries have complied in all material respects with (i) all of their privacy policies, (ii) all applicable privacy Laws and (iii) all contractual commitments that the Company or its subsidiaries has been obtained or is being used by any of the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates Subsidiaries have entered into with respect to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case Personal Information. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To to the knowledge of the Company and its subsidiariesthe Company Subsidiaries, (A) there is have been no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims violations of any patent within the Company Intellectual Property; (B) there is privacy Laws or privacy policies, and no prior art that may render data breaches involving any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) Personal Information, and there are no material defects in pending or threatened claims against the Company or any of the patents Company Subsidiaries by any Person challenging the Company’s policies or patent applications included practices with respect to privacy and data security. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Intellectual Property; Material Adverse Effect, the Company and (D) the duty Company Subsidiaries have commercially reasonable measures in place to safeguard the security, confidentiality, and integrity of candor Personal Information in their possession or control from unauthorized access, and good faith as required by neither the United States Patent and Trademark Office during the prosecution Company, any of the United States patents and patent applications within Company Subsidiaries, nor to the Company’s knowledge, any other Person, has made any illegal or unauthorized use of Personal Information collected by or on behalf of the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withor the Company Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Waste Connections, Inc.), Merger Agreement (Progressive Waste Solutions Ltd.)
Intellectual Property. (a) Except as would notset forth on Schedule 4.13(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own Subsidiaries are the sole and exclusive owners of all material patents, patent applications, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, service marks, trade secrets, registrations for and applications for registration of trademarks, service marks and copyrights, technology and know-how, rights in computer software and other proprietary rights and information and all technical and user manuals and documentation made or used in connection with any of the foregoing, used or held for use in connection with the businesses of the Company or any of its Subsidiaries as currently conducted (collectively, the "Intellectual Property"), free and clear of all Liens except as set forth on Schedule 4.13(a) and except minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value of the Intellectual Property subject thereto and do not impair the operations of any of the Company and its Subsidiaries.
(b) All grants, registrations and applications for Intellectual Property that are used in and are material to the conduct of the Business (as hereinafter defined) (i) are valid, subsisting, in proper form and enforceable, and have been duly maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions and (ii) have not lapsed, expired or been abandoned, and no grant, registration or license therefor is the subject of any legal or governmental proceeding before any registration authority in any jurisdiction.
(c) Each of the Company and its Subsidiaries owns or has the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in of the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any material Intellectual Property of any person; (iii) used by it or held for use by it in connection with its business. To the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge Actual Knowledge of the Company, the there are no conflicts with or infringements of any Intellectual Property by any third party. The conduct of the businesses of the Company and its subsidiaries is Subsidiaries as currently conducted (collectively, the "Business") does not being infringed, misappropriated conflict with or otherwise violated by infringe in any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or way any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property proprietary right of any third party, except in each case as which conflict or infringement would not reasonably be expected to have a Company Material Adverse Effect. The products described in , and there is no claim, suit, action or proceeding pending or, to the Registration StatementActual Knowledge of the Company, the Pricing Disclosure Package and the Prospectus as under development by threatened against the Company or any subsidiary fall within of its Subsidiaries (i) alleging any such conflict or infringement with any third party's proprietary rights, or (ii) challenging the scope ownership, use, validity or enforceability of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Merger Agreement (Sullivan Dental Products Inc), Merger Agreement (Schein Henry Inc)
Intellectual Property. Except The Project contemplated under this Agreement is of mutual interest and benefit to the PROVIDER and the COUNTY and will further the instructional and research objectives of the PROVIDER in a manner consistent with its status as would nota non-profit organization, individually and may derive benefits for both the COUNTY and the PROVIDER through inventions, improvements, and/or discoveries. The PROVIDER agrees that the Evaluation Director will promptly disclose all discoveries, concepts, or ideas, whether or not patentable, made during the conduct of this Agreement, and arising directly from the performance of the Project, including but not limited to processes, methods, software, tangible research products, formulas and techniques, improvements thereto, and know-how related thereto (“Intellectual Property”) to the PROVIDER, and the PROVIDER will promptly disclose such Intellectual Property to the COUNTY. Intellectual Property that is created or developed under this Agreement by the PROVIDER employees or sub-contractors shall be assigned to the PROVIDER and protected by the PROVIDER. Intellectual Property that is created or developed under this Agreement by employees or sub-contractors of the PROVIDER shall be assigned to the COUNTY and protected by the COUNTY pursuant to its Rules and Policies. Intellectual Property that is created or developed under this Agreement jointly by the PROVIDER and the COUNTY employees and/or sub-contractors shall be jointly owned by the PROVIDER and the COUNTY. With respect to any Intellectual Property developed with the use of Federal funding in which the aggregatePROVIDER retains or is assigned title hereunder, reasonably be expected to the Federal Government shall have a Material Adverse Effectnon-exclusive, (i) non-transferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the Company United States the Intellectual Property throughout the world. THE PROVIDER and its subsidiaries own or the COUNTY shall have the right to use all patentsIntellectual Property resulting from this Project for non-commercial, patent applicationsresearch and educational purposes including the independent publication of reports, trademarksjournal articles, service markspresentations, trade namesand publications in various types of media. If the PROVIDER wishes to utilize any Intellectual Property in which the COUNTY has ownership, trademark registrations, service ▇▇▇▇ registrations, domain names the PROVIDER shall provide the COUNTY with such request in writing and other source indicators, copyrights terms of such use shall be negotiated in good faith between the COUNTY and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary the PROVIDER. If the COUNTY does not express a commercial interest in the PROVIDER’s rights (collectively, “to Intellectual Property”, within forty-five (45) used in the conduct days after notification of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) the PROVIDER shall be free to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of pursue other commercial parties at their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withdiscretion.
Appears in 2 contracts
Sources: Service Funding Agreement, Service Funding Agreement
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights ( “Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used in the necessary to conduct of their respective businesses (such Intellectual Propertyas currently conducted, “Company Intellectual Property”); (ii) and as proposed to be conducted to the Company’s knowledge, extent described in the Company’s General Disclosure Package and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Prospectus. The Company and its subsidiaries have not received written advice from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person and have not received written notice of any valid claim relating challenge other than that described in the Registration Statement, which is to Intellectual Property; and (iv) their knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by with respect to any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company Rights or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company Intellectual Property Assets owned or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of, any valid and enforceable Intellectual Property Rights of any contractual or legal obligation binding on other person. To the Company’s knowledge, there are no third parties who have rights to any Intellectual Property Rights described in the Registration Statement, General Disclosure Package and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third party licensors with respect to Intellectual Property Rights that are disclosed as licensed to the Company or one or more of its subsidiaries. To the Company’s knowledge, or there is no infringement by marketing of an FDA-approved product by third parties of any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Assets described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus as under development being owned by or licensed to the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany. To the knowledge of the Company and its subsidiariesCompany’s knowledge, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Intellectual Property Rights disclosed in the Registration Statement, General Disclosure Package and the Prospectus as being owned by the Company. To the Company’s knowledge, all licenses for the use of the Intellectual Property Rights material to its business described in the General Disclosure Package and the Prospectus are valid, binding upon and enforceable by or against the parties thereto in accordance to their terms. The Company has complied in all material respects with, and has not received a written claim of breach of any Intellectual Property; Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the General Disclosure Package and the Prospectus, no written claim has been made against the Company (Di) alleging the infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright or trade secret of any person or (ii) challenging the validity, enforceability, or scope of any Intellectual Property Rights owned or exclusively licensed by the Company, including no interferences, oppositions, reexaminations, or government proceedings. The Company has taken all reasonable steps to protect and maintain its Intellectual Property Rights. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person under any written agreement in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company and each of its subsidiaries has taken reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries. To the Company’s Knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within included in the Company Intellectual Property Rights have been materially complied with, ; and in all foreign offices having similar requirements, all such requirements have been materially complied with. The Company has at all times complied with all applicable federal, state, local or foreign laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company or any of its subsidiaries in the conduct of the Company’s business. No written claims have been asserted against the Company or any of its subsidiaries alleging a violation of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, denial of service or destruction. The Company and each of its subsidiaries has taken reasonable actions to obtain ownership of all works of authorship and inventions made by its employees and consultants which relate to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements with the Company.
Appears in 2 contracts
Sources: Underwriting Agreement (COMPASS Pathways PLC), Underwriting Agreement (COMPASS Pathways PLC)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own Subsidiary own, possess, license or have the right other rights to use all patentsthe Intellectual Property necessary or material for use in connection with its businesses as currently conducted or currently proposed to be conducted, patent applicationsin each case, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights as described in the SEC Filings (collectively, the “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual PropertyProperty Rights”); (ii) . There is no pending or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by any Person that the Company’s and business or the business of its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate Subsidiary as now conducted infringes or otherwise violate violates any Intellectual Property patent, trademark, copyright, trade secret or other proprietary rights of another or that challenges the validity or scope of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property Rights, including interferences, oppositions, reexaminations or government proceedings. To the Company’s Knowledge, there is no material infringement by another Person of any of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any personIntellectual Property Rights. The Company and its subsidiaries Subsidiary have complied with taken reasonable security measures to protect the material terms secrecy, confidentiality and value of each agreement pursuant to which Company all of its Intellectual Property Rights. Each employee and consultant that has been licensed developed, conceived or reduced to practice any material Intellectual Property Rights has assigned to the Company or any subsidiary, and one of its Subsidiaries all such Intellectual Property Rights. All licenses or other material agreements under which the Company is granted rights to Intellectual Property are in full force and effecteffect and, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company’s Knowledge, its subsidiaries, or there is no material default by any of their officers, directors, employees, or contractors, which violation relates other party thereto. The Company has no reason to believe that the breach of a confidentiality obligation, an obligation licensors under such licenses and other agreements do not have and did not have all requisite power and authority to assign Intellectual Property grant the rights to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably purported to be expected to have a Material Adverse Effectgranted thereby. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope None of the claims Intellectual Property Rights have not been adjudged by a court of one competent jurisdiction invalid or more patents unenforceable, in whole or patent applications owned byin part. There are no liens, security interests or exclusively licensed to, other encumbrances on the Company or any subsidiaryIntellectual Property Rights. To the knowledge Company’s Knowledge, each founder and key employee of the Company and its subsidiaries, (A) there is no patent or published patent application each Company employee involved with the development of Intellectual Property Rights has entered into an invention assignment agreement with the Company. The consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the U.S. alteration, loss, impairment of or other jurisdiction that contains claims that materially interfere with restriction on the issued Company’s or pending claims of its Subsidiary’s ownership or right to use any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within that is material to the Company Intellectual Property unpatentable; (C) there are no material defects in any conduct of the patents Company’s business as currently conducted or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withcurrently proposed to be conducted.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Lyra Therapeutics, Inc.), Securities Purchase Agreement (Lyra Therapeutics, Inc.)
Intellectual Property. Except as would not, individually or in (a) Schedule 3.11(a) contains a complete and accurate list of all of the aggregate, reasonably be expected to have a Material Adverse Effect, (i) following that are owned by the Company and its subsidiaries own or have the right to use all patents, Subsidiaries: (i) issued patents and pending patent applications, trademarks(ii) registrations and applications for registration of any Marks, service marks(iii) registered copyrights and applications therefor, trade names, trademark registrations, service ▇▇▇▇ registrations, and (iv) internet domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in whether or not registration has issued with respect thereto, the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii. Schedule 3.11(a) to also sets forth any material software that is incorporated into any material products marketed by Company that was authored by employees of Company or its Subsidiaries in the Company’s knowledge, the Company’s course and its subsidiaries’ conduct scope of their respective businesses does not infringe, misappropriate employment or otherwise violate any commissioned by Company or its Subsidiaries from third parties. All such third parties are subject to agreements providing that Company or such Subsidiary owns the Intellectual Property of any person; Rights in such software (iiicollectively, “Company Software”).
(b) Except as specified on Schedule 3.11(b), the Company and its subsidiaries have not received Subsidiaries own the Company Intellectual Property and the Intellectual Property Rights in the Company Software (the “Software Rights”) free and clear of all Encumbrances (other than Permitted Encumbrances, and other than any written notice licenses or similar rights granted by the Company or any Subsidiary in the ordinary course of any valid claim relating to Intellectual Property; and (iv) business with respect to the knowledge Company Intellectual Property or the Software Rights or under any licenses that are not material or that are listed on Schedule 3.11(d)), except where it would not have a Material Adverse Effect on the Company. To the Knowledge of the Company, (i) the Intellectual Property conduct of the business of the Company and its subsidiaries Subsidiaries is not being infringedcurrently operated in a manner that infringes, misappropriated misuses or otherwise violated misappropriates any Intellectual Property Rights of any third parties in any material respect and (ii) Company’s or its Subsidiaries’ manufacture and sale of material new products that the Company currently expects to commercially release within one hundred eighty (180) days after the date hereof (if any) will not infringe, misuse or misappropriate any Intellectual Property Right of any third parties in any material respect.
(c) Schedule 3.11(c) identifies each material agreement, other than “off-the-shelf” and “shrink wrap” licenses, pursuant to which the Company and its Subsidiaries obtained a material license to Intellectual Property Rights owned by any personthird party, used or contemplated to be used within one hundred eighty (180) days after the date hereof in the operation of the business of the Company and its Subsidiaries as it is currently conducted or as currently expected by the Company to be conducted within such one hundred eighty (180) day period. The Company has delivered to Purchaser correct and its subsidiaries have complied with complete copies of all such agreements. To the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany’s Knowledge, and all such agreements are in full force and effecteffect and, except in each case as where it would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding Effect on the Company, neither the Company and its subsidiariesSubsidiaries nor, to the Company’s Knowledge, the other party or parties thereto is in default of its obligations thereunder.
(d) Schedule 3.11(d) sets forth all material licenses from the Company or any Subsidiary thereof to any third party of their officersCompany Intellectual Property or Software Rights. To the Company’s Knowledge, directorsall licenses referred to in Schedule 3.11(d) are in full force and effect and neither the Company and its Subsidiaries nor, employees, or contractors, which violation relates to the breach Company’s Knowledge, the other party or parties thereto is in default in any material respect of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyits obligations thereunder, except in each case as where it would not reasonably be expected to have a Material Adverse Effect. The products described in Effect on the Registration Statement, Company.
(e) Except as set forth on Schedule 3.11(e) or where it would not have a Material Adverse Effect on the Pricing Disclosure Package and the Prospectus as under development by Company (i) there are no claims or actions against the Company or any subsidiary fall within of its Subsidiaries that are presently pending, and to the scope of Company’s Knowledge, no claims or actions have been threatened, that contest the claims of one validity, right to use, ownership or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims enforceability of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (Dii) to the duty of candor and good faith as required by Company’s Knowledge, no third party is infringing or misappropriating any Company Intellectual Property.
(f) To the United States Patent and Trademark Office during the prosecution Company’s Knowledge, (i) all of the United States patents and patent applications within registrations of the Company Intellectual Property that is registered are valid, enforceable and subsisting in good standing and (ii) except as provided in Schedule 3.11(f), all such registrations and all applications for registration are recorded or filed in the name of the Company or one of its Subsidiaries.
(g) To the Company’s Knowledge, no Open Source Software is incorporated into any Company Software.
(h) Except where it would not have been materially complied witha Material Adverse Effect on the Company: (i) the Company and its Subsidiaries have taken reasonable precautions to maintain the confidentiality of its trade secrets, including methods, techniques, processes and in all foreign offices having similar requirements, such requirements have been materially complied withknow how; and (ii) the Company has implemented and substantially follows the programs (if any) relating to invention disclosures and trademark usage that are specified on Schedule 3.11(h).
Appears in 2 contracts
Sources: Merger Agreement (K&f Industries Inc), Merger Agreement (Meggitt USA Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the The Company and its subsidiaries own own, or have the right to use all patentswithout infringing or violating the rights of any third parties, patent applicationsexcept where such infringement or violation has not had, trademarksor would not have, a Company Material Adverse Effect: (i) each trademark, trade name, brand name, service marks, trade names, trademark registrations, service ▇▇mark ▇▇ registrationsother trade designation owned or licensed by or to the Company or any of its subsidiaries, domain names each patent, copyright and similar intellectual property owned or licensed to or by the Company and each license, royalty, assignment or other source indicators, copyrights similar agreement and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information each registration and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in application relating to the foregoing that is material to the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property business of the Company and its subsidiaries taken as a whole; and (ii) each agreement relating to technology, know-how or processes that the Company or its subsidiaries is not being infringedlicensed or authorized to use, misappropriated or otherwise violated by any person. The which it licenses or authorizes others to use, that is material to the conduct of the business of the Company and its subsidiaries have complied with taken as a whole (collectively, the material terms "Company Intellectual Property"). No consent of each agreement pursuant to which third parties will be required for the use of the Company Intellectual Property has been licensed to after the Effective Time, except as set forth in the Company Disclosure Schedule or any subsidiary, and all where the failure to obtain such agreements are in full force and effect, except in each case as consent would not reasonably be expected to have have, a Company Material Adverse Effect. No technology employed by the Company or its subsidiaries claim has been obtained or is being used asserted by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by person against the Company or any subsidiary fall within of its subsidiaries regarding the scope ownership of or the claims right to use any Company Intellectual Property or challenging the rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere subsidiaries with the issued or pending claims respect to any of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the which would have a Company Intellectual Property unpatentable; Material Adverse Effect.
(Cb) there are no material defects in any of the patents or patent applications included Except as set forth in the Company Intellectual PropertyDisclosure Schedule, to the Company's knowledge, no person or entity has asserted any claim that any product, activity or operation of the Company or any of its subsidiaries infringes upon or involves, or has resulted in the infringement of, any proprietary right of such person or entity, except for such infringement which has not had or would not have a Company Material Adverse Effect; and (D) no proceedings have been instituted, are pending or, to the duty of candor and good faith as required by Company's knowledge, are threatened which challenge the United States Patent and Trademark Office during the prosecution rights of the United States patents and patent applications within the Company Intellectual Property or any of its subsidiaries with respect thereto, which would have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied witha Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Suiza Foods Corp), Merger Agreement (Dean Foods Co)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company and its subsidiaries own Significant Subsidiary owns, or have is licensed to use (in each case, free and clear of any claims, liens or encumbrances), all Intellectual Property (as defined below) used in or necessary for the conduct of its business as currently conducted; (b) the use of any Intellectual Property by the Company and its Significant Subsidiary does not, to the knowledge of the Company, infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which the Company or its Significant Subsidiary acquired the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (ivc) no person is challenging, infringing on or otherwise violating any right of the Company or any of its Significant Subsidiary with respect to any material Intellectual Property owned by or licensed to the Company or its Significant Subsidiary; (d) to the knowledge of the Company, neither the Company nor its Significant Subsidiary has received any notice of any pending claim with respect to any Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation Significant Subsidiary; and (e) to the knowledge of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign no Intellectual Property to a previous employer, owned or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development licensed by the Company or any subsidiary fall within its Significant Subsidiary is being used or enforced in a manner that would be expected to result in the scope abandonment, cancellation or unenforceability of the claims such Intellectual Property. In this Section 1(xxviii), “Intellectual Property” shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of one or more patents or patent applications owned by, or exclusively licensed toorigin, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere goodwill associated with the issued foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or pending claims renewal of any patent within the Company Intellectual Propertysuch registration or application; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid inventions, discoveries and ideas, whether patentable or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects not, in any of jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the patents use or patent applications included disclosure thereof by any person; writings and other works, whether copyrightable or not, in the Company Intellectual Propertyany jurisdiction; and (D) the duty registrations or applications for registration of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied withcopyrights in any jurisdiction, and in all foreign offices having any renewals or extensions thereof; and any similar requirements, such requirements have been materially complied withintellectual property or proprietary rights.
Appears in 2 contracts
Sources: Purchase Agreement (Republic First Bancorp Inc), Purchase Agreement (Hill Vernon W Ii)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) The Company and the Company Subsidiaries own free and its subsidiaries own clear of Liens (other than Permitted Liens), or are validly licensed or otherwise have the valid right to use use, all patents, patent rights, patent applications, patent disclosures and inventions as well as any reissues, continuations, continuations-in-part, divisions, revisions, extensions or reexaminations thereof, trademarks, service markstrademark rights, trade names, trademark registrationstrade name rights, service marks, service ▇▇▇▇ registrationsrights, trade dress, corporate names, logos and slogans and domain names and other source indicatorsregistrations and applications for registration thereof, together with all goodwill associated with each of the foregoing, copyrights (including registrations and copyrightable worksapplications for registration thereof), know-howdatabase rights, trade secrets, systemsconfidential information, proceduresknow-how and other intellectual property rights and computer programs, proprietary or confidential information computer software (including source code, executable code, data, databases and all other worldwide intellectual property, industrial property and proprietary rights documentation) (collectively, without regard to materiality, the “Intellectual PropertyProperty Rights”) used in that are material to the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct business of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received the Company Subsidiaries taken as a whole. Section 3.16 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a description of all Intellectual Property Rights that are material to the conduct of the business of the Company and the Company Subsidiaries taken as a whole. Section 3.16 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a description of all Intellectual Property Rights owned by the Company or any written notice of Company Subsidiary that are registered or for which applications to register are pending with any valid claim relating to Intellectual Property; and Governmental Entity (iv) the “Registered IP”). No claims are pending or, to the knowledge of the Company, the Intellectual Property threatened, and none of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiaryCompany Subsidiary has received any notice that has not been resolved, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by that the Company or its subsidiaries any of the Company Subsidiaries has been obtained infringed or is being infringing, making unauthorized use or disclosure of, misappropriating, or violating or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right, or challenging the ownership, use, validity or enforceability of any Intellectual Property Rights owned or used by the Company or its subsidiaries in violation any Company Subsidiary, and to the knowledge of any contractual or legal obligation binding on the Company, its subsidiariesno person has infringed or is infringing, making unauthorized use or disclosure of, misappropriating, or violating the rights of the Company or any of their officersthe Company Subsidiaries with respect to any Intellectual Property Right.
(b) The Company or a Company Subsidiary owns all Registered IP as set forth in Section 3.16 of the Company Disclosure Letter and, directorsto the knowledge of the Company, employeesall application, renewal and maintenance fees and filings in relation thereto have been paid and filed to the extent required.
(c) To the knowledge of the Company, none of the Company or any Company Subsidiary currently infringes, or contractorshas, which violation relates to in the breach of a confidentiality obligationpast, an obligation to assign infringed any Intellectual Property Rights of any other person. There are no consents, settlements, judgments, injunctions, decrees, awards, stipulations, orders or inter partes decisions to which the Company or a previous employerCompany Subsidiary is a party or is otherwise bound that (i) restrict in any material respect the rights of the Company or any Company Subsidiary to use, transfer, license or enforce any Intellectual Property Rights owned by the Company, (ii) restrict in any material respect the conduct of the business of the Company or any Company Subsidiary in order to accommodate a third person’s Intellectual Property Rights, or an obligation otherwise not (iii) grant any third person any material right with respect to use the any Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development Rights owned by the Company or any subsidiary fall within the scope Company Subsidiary.
(d) Each of the claims Company and Company Subsidiaries has taken reasonable steps to maintain the confidentiality of one all information that constitutes or more patents constituted a trade secret or patent applications owned by, or exclusively licensed to, confidential information of the Company or any subsidiaryCompany Subsidiary, and all information that was provided to the Company or the Company Subsidiaries under a duty of confidentiality.
(e) None of the Company or any Company Subsidiary has received any notice from any current or former officers, employees or consultants of the Company or any of the Company Subsidiaries claiming any ownership interest in any Intellectual Property Rights owned or used by the Company or any Company Subsidiary which has not been resolved.
(f) The Company and the Company Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable procedures with respect to protecting their information technology systems used in connection with the operations of the Company and the Company Subsidiaries from viruses, worms, Trojan horses, malicious or unauthorized code, “time bombs,” disabling programs, or similar programs that permit unauthorized access or the unauthorized disruption, impairment, disablement or erasure of data or software and from unauthorized access. To the knowledge of the Company and its subsidiariesCompany, (A) since April 1, 2009, there is have been no patent successful unauthorized intrusions or published patent application in material breaches of the U.S. or other jurisdiction that contains claims that materially interfere with security of the issued or pending claims information technology systems of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withSubsidiary.
Appears in 2 contracts
Sources: Merger Agreement (Cgi Group Inc), Merger Agreement (Stanley, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have the right possess sufficient rights to use all owned or in-licensed patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (including all goodwill associated with the foregoing) (collectively, “Intellectual Property”) used in material to the conduct of their respective businesses (such Intellectual Propertyas presently conducted or currently proposed to be conducted in the Registration Statement, “Company Intellectual Property”); (ii) the Disclosure Package and the Prospectus. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, to the knowledge of the Company’s knowledge, the Company’s Company and its subsidiaries’ subsidiaries have not materially infringed, misappropriated or otherwise violated any Intellectual Property of any person and the conduct of their respective businesses its business as presently conducted or as proposed to be conducted in the Registration Statement, the Disclosure Package and the Prospectus does not and will not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case Except as would not reasonably be expected to have a Material Adverse Effect. No technology employed by , or except as described in the Registration Statement, the Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim (i) challenging the Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the terms of, any of their Intellectual Property; (ii) alleging that the Company or any of its subsidiaries has been obtained have infringed, misappropriated or is being used by the Company otherwise violated or its subsidiaries in violation of conflicted with any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party; or (iii) challenging the validity, except in each case scope or enforceability of any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. Except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The products , or except as described in the Registration Statement, the Pricing Disclosure Package and the #95429626v5 #95429626v9 Prospectus, (w) all Intellectual Property owned by or licensed to the Company or any of its subsidiaries (1) is, to the knowledge of the Company, valid and enforceable, (2) is solely owned by or, licensed or co-licensed by the Company or one or more of its subsidiaries, and (3) is owned free and clear of all liens, encumbrances, defects and other restrictions, and (x) to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. The Company and its subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property the value of which to the Company and its subsidiaries is contingent upon maintaining the confidentiality thereof. All founders, current and former employees, contractors, consultants and other parties involved in the development of material Intellectual Property for the Company and its subsidiaries have signed confidentiality and invention assignment agreements with the Company or its subsidiaries, pursuant to which the Company and its subsidiaries either (y) have obtained ownership of and are the exclusive owner of such material Intellectual Property, or (z) have obtained a valid right to exploit such material Intellectual Property, sufficient for the conduct of their businesses as currently conducted and as proposed in the Registration Statement, the Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withto be conducted.
Appears in 2 contracts
Sources: Equity Distribution Agreement (Denali Therapeutics Inc.), Equity Distribution Agreement (Denali Therapeutics Inc.)
Intellectual Property. Except as would not(a) The Schedule to this Section identifies each patent or registration which has been issued to any of the Dexter Coatings Companies with respect to any of its Intellectual Property used in the Coatings Business, identifies each pending patent application or registration which any of the Dexter Coatings Companies has made with respect to any of its Intellectual Property used in the Coatings Business, and identifies each material license, agreement or other permission which any of the Dexter Coatings Companies has made with respect to any of its Intellectual Property used in the Coatings Business. The Schedule to this Section also identifies each material trade name or registered trademark used by any of the Dexter Coatings Companies in connection with the Coatings Business. With respect to each item of Intellectual Property required to be identified in the Schedule to this Section: (i) the Dexter Coatings Companies possess all right, title and interest in and to the item, free and clear of any Liens; (ii) the item is not subject to any outstanding injunction, judgment, order, decree or ruling; and (iii) no suit, action or proceeding is pending or, to the knowledge of Dexter, threatened which challenges the legality, validity, enforceability, use, or ownership of the item, other than any such suit, action or proceeding that individually or in the aggregate, reasonably be expected to aggregate would not have a Material Adverse Effect, (i) material adverse effect on the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Coatings Business taken as a whole. The Primary Intellectual Property, “Company the Secondary Intellectual Property and the Acquired Companies Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct taken together, constitute all of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property necessary to conduct the Coatings Business as currently conducted by the Dexter Coatings Companies.
(b) None of the Company and its subsidiaries is not being infringedDexter Coatings Companies has interfered with, misappropriated infringed upon, misappropriated, or otherwise violated by any person. The Company and its subsidiaries have complied material Intellectual Property rights of third parties in any material respect in connection with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope operation of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCoatings Business. To the knowledge Knowledge of the Company and its subsidiariesDexter, (A) there is no patent third party has interfered with, infringed upon, misappropriated, or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of violated any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company material Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in rights of any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withDexter Coatings Companies.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Valspar Corp), Business Purchase and Sale Agreement (Dexter Corp)
Intellectual Property. Except as set forth in Schedule 2.12, all Intellectual Property Rights purported to be owned by the Company or its Subsidiaries that were developed, worked on or otherwise held by any employee, officer, consultant or otherwise are owned free and clear by the Company or its Subsidiaries (as the case may be) by operation of law or have been validly assigned to the Company or its Subsidiaries (as the case may be) other than those Intellectual Property Rights where the failure to own or assign such rights would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company and its Subsidiaries as presently conducted and as proposed to be conducted and the Company has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of its material Intellectual Property Rights. To the knowledge of the Company, with such exceptions as are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, the Intellectual Property Rights purported to be owned by the Company or its Subsidiaries do not infringe the intellectual property rights of any third party. Neither the Company nor its Subsidiaries has received any written notice or other written claim from any third party: (i) asserting that any of the Intellectual Property Rights purported to be owned by the Company or its Subsidiaries infringe any intellectual property right of such third party; (ii) challenging the validity, effectiveness or ownership by the Company or its Subsidiaries of any of the Intellectual Property Rights; or (iii) asserting that the Company or its Subsidiaries is in material default with respect to any license granting Intellectual Property Rights to the Company or its Subsidiaries other than, in each such case, if the assertion, challenge or allegation in any such notice or claim were accurate or true, would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company has no knowledge of any material infringement or improper use by any third party of any of the Company’s Intellectual Property Rights, other than any such infringement or improper use as would not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Warrants Purchase Agreement (Lumos Networks Corp.), Notes Purchase Agreement (Lumos Networks Corp.)
Intellectual Property. Except (a) The Company or one of the Company Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, and any applications for such patents, trademarks, trade names, service marks and copyrights, processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are necessary to conduct the business of the Corporation as currently conducted, or proposed to be conducted, the absence of which would not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect, Effect on the Corporation (the "Company Intellectual Property Rights"). The Company Disclosure Schedule lists (i) all patents and patent applications and all trademarks, registered copyrights, trade names and service marks, which the Company considers to be material to the business of the Corporation and its subsidiaries own included in the Company Intellectual Property Rights, including the jurisdictions in which each such Company Intellectual Property Right has been issued or have registered or in which any such application for such issuance and registration has been filed, (ii) all material licenses, sublicenses and other agreements as to which the right Company or any of the Company Subsidiaries is a party and pursuant to which any person is authorized to use any Company Intellectual Property Rights, and (iii) all material licenses, sublicenses and other agreements as to which the Company or any of the Company Subsidiaries is a party and pursuant to which the Company or any of the Company Subsidiaries is authorized to use any third party patents, trademarks or copyrights, including software ("Company Third Party Intellectual Property Rights") which are incorporated in or form a part of any Corporation product that is material to its business.
(b) Neither the Company nor any of the Company Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense or other agreement relating to the Company Intellectual Property Rights or Company Third Party Intellectual Property Rights, the breach of which could have a Material Adverse Effect on the Corporation.
(c) To the Company's knowledge, all patents, patent applicationsregistered trademarks, service marks and copyrights held by the Company or any of the Company Subsidiaries are valid and subsisting. Neither the Company nor any of the Company Subsidiaries (i) has been sued (or threatened with suit or notified of a claim) involving a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade names, trademark registrations, service ▇▇▇▇ registrations, domain names secret or other proprietary right of any third party; and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to has any knowledge that the Company’s knowledgemanufacturing, the Company’s and marketing, licensing or sale of its subsidiaries’ conduct of their respective businesses does not infringeproducts or services infringes any patent, misappropriate trademark, service mark, ▇▇pyright, trade secret or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property other proprietary right of any third party, except in each case as would not reasonably be expected to which infringement could have a Material Adverse Effect. The products described in Effect on the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withCorporation.
Appears in 2 contracts
Sources: Merger Agreement (Nick Acquisition Corp), Merger Agreement (National Education Corp)
Intellectual Property. Except as would not(1) The Company and the Company Subsidiaries own (free and clear of any claims, individually Liens, encumbrances, exclusive licenses or non-exclusive licenses not granted in the aggregate, reasonably be expected to ordinary course of business) or have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right valid license to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in or necessary to carry on their business as currently conducted and (2) such Intellectual Property referenced in clause (1) above is valid, subsisting and enforceable and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the conduct of their respective businesses (Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual Property. The Company and the Company Subsidiaries have sufficient rights to use all Intellectual Property used in their business as presently conducted, “all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Neither the Company nor any Company Subsidiary has received any notice of infringement or misappropriation of, or any conflict with, the rights of others with respect to any Intellectual Property”); (ii) , and no reasonable basis exists for any such claim. To the Company’s knowledge, no third party has infringed, misappropriated or otherwise violated the Intellectual Property rights of the Company or the Company Subsidiaries. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted or, to the Company’s knowledge, threatened against the Company’s and its subsidiaries’ conduct Company or any Company Subsidiary concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any Intellectual Property. None of their respective businesses does not infringe, misappropriate the Company or otherwise violate any of the Company Subsidiaries is using or enforcing any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated owned by or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are of the Company Subsidiaries in full force and effect, except in each case as a manner that would not reasonably be expected to have a Material Adverse Effectresult in the abandonment, cancellation or unenforceability of such Intellectual Property. No technology employed by The Company and each of the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates Subsidiaries have taken all reasonable measures to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use protect the Intellectual Property of any third party, except in each case as would not reasonably be expected owned by or licensed to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company Subsidiaries. For the purpose of this Agreement, “Intellectual Property” shall mean: trademarks, service marks, brand names, domain names, certification marks, trade dress and its subsidiariesother indications of origin, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere goodwill associated with the issued foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or pending claims renewal of any patent within the Company Intellectual Propertysuch registration or application; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid inventions, discoveries and ideas, whether patentable or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects not, in any of jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications) and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the patents use or patent applications included disclosure thereof by any person; writings and other works, whether copyrightable or not, in the Company Intellectual Propertyany jurisdiction; and (D) the duty registrations or applications for registration of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied withcopyrights in any jurisdiction, and in all foreign offices having any renewals or extensions thereof; and any similar requirements, such requirements have been materially complied withintellectual property or proprietary rights.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Mackinac Financial Corp /Mi/), Securities Purchase Agreement (Mackinac Financial Corp /Mi/)
Intellectual Property. (a) Except as disclosed in Section 5.14(a) of the Company Disclosure Schedule and except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and the Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, and no claim has been asserted to the Company that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (ii) with respect to each item of Intellectual Property owned by the Company or a Subsidiary and material to the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole ("Company Owned Intellectual Property"), the Company or a Subsidiary is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its subsidiaries own respective business; (iii) with respect to each item of Intellectual Property licensed to the Company or have a Subsidiary that is material to the business of the Company and the Subsidiaries as currently conducted ("Company Licensed Intellectual Property"), the Company or a Subsidiary has (assuming the licensor has the right to license such property) the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “such Company Licensed Intellectual Property”) used Property in the conduct continued operation of their its respective businesses (business in accordance with the terms of the license agreement governing such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Licensed Intellectual Property; and (iv) to the knowledge of the Company, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (v) to the knowledge of the Company, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Licensed Intellectual Property has been licensed is valid and enforceable, is binding on all parties to the Company or any subsidiarysuch license, and all such agreements are is in full force and effect; and (vii) to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder.
(b) Section 5.14(b) of the Company Disclosure Schedule sets forth a true and complete list of all (i) patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and software included in the Company Owned Intellectual Property and (ii) licenses that are material to the Company's business, except "shrink wrap", "click wrap" or similar licenses for commercially available software.
(c) The Company has taken reasonable steps in each case accordance with normal industry practice to maintain the confidentiality of its trade secrets and other confidential Intellectual Property. Except as disclosed in Section 5.14(c) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect. No technology employed by the Company or its subsidiaries , (i) there has been obtained or is being used by the Company or its subsidiaries in violation no misappropriation of any contractual trade secrets or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the other Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope Subsidiary by any person, (ii) no employee, independent contractor or agent of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To Subsidiary has misappropriated any trade secrets of any other person in the knowledge course of such performance as an employee, independent contractor or agent, and (iii) no employee, independent contractor or agent of the Company and its subsidiaries, (A) there or any Subsidiary is no patent in default or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims breach of any patent within term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the Company protection, ownership, development, use or transfer of Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Unilab Corp /De/)
Intellectual Property. Except (a) Each of Alleghany and its Subsidiaries owns or otherwise has a valid and enforceable license or right to use material Intellectual Property used in the respective businesses of Alleghany and each of its Subsidiaries as currently conducted; and all patents and all registrations for trademarks, service marks and copyrights owned by Alleghany or its Subsidiaries are valid and subsisting, except to the extent Alleghany or its Subsidiaries have determined to abandon such patents or registrations for trademarks, service marks and copyrights in the exercise of their reasonable business judgment.
(b) To the knowledge of Alleghany, there are no claims pending or threatened in writing by any Person alleging that Alleghany or its Subsidiaries or their respective businesses as conducted on the date of this Agreement infringes the Intellectual Property of any Person, which, if determined or resolved adversely against Alleghany or any Alleghany Subsidiary, would, individually or in the aggregate, reasonably be expected to be material to Alleghany and its Subsidiaries, taken as a whole. To the knowledge of Alleghany, no Person is infringing the Intellectual Property owned by Alleghany or any of its Subsidiaries, which infringement would, individually or in the aggregate, reasonably be expected to be material to Alleghany and its Subsidiaries, taken as a whole.
(c) Alleghany and its Subsidiaries have established and are in compliance with commercially reasonable security programs that are sufficient to protect (i) the security, confidentiality and integrity of transactions executed through their computer systems, including encryption and/or other security protocols and techniques when appropriate; and (ii) the security, confidentiality and integrity of all confidential or proprietary data, except, in each case, which would not, individually or in the aggregate, reasonably be expected to have a an Alleghany Material Adverse Effect. Neither Alleghany nor any of its Subsidiaries has suffered a material security breach with respect to their data or systems, (i) the Company and neither Alleghany nor any of its Subsidiaries has notified customers or employees of any information security breach. Alleghany and its subsidiaries own or have the right Subsidiaries take reasonable steps to use all patentsprotect their material trade secrets and, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the CompanyAlleghany, the Intellectual Property none of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by such trade secrets have been disclosed to any person. The Company and its subsidiaries have complied with the material terms of each agreement Person except pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, written and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a enforceable confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withobligations.
Appears in 2 contracts
Sources: Merger Agreement (Transatlantic Holdings Inc), Merger Agreement (Alleghany Corp /De)
Intellectual Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse EffectEffect on Enterprise and Enterprise Subsidiaries, (i) Enterprise or an Enterprise Subsidiary owns all right, title and interest in and to, and the Company and its subsidiaries own inventions disclosed or have the right claimed therein, or has a valid license to use all Enterprise Intellectual Property, free and clear of all Liens (other than Permitted Liens), royalty or other payment obligations (except for royalties or payments with respect to off the shelf Software at standard commercial rates), and there is no known default or expected default by any party to any material agreement related to Enterprise Intellectual Property.
(b) The Enterprise Intellectual Property constitutes all of the Intellectual Property used or useful in or necessary to carry on the business of Enterprise and the Enterprise Subsidiaries as currently conducted. The Enterprise Intellectual Property owned by Enterprise and Enterprise Subsidiaries is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither Enterprise nor any Enterprise Subsidiary has received notice challenging the validity or enforceability of any such Enterprise Intellectual Property.
(c) Neither Enterprise nor any Enterprise Subsidiary is, and none of them will be as a result of the execution and delivery of this Agreement or the performance by Enterprise or EB&T of its obligations hereunder, in violation of any material Contracts to which Enterprise or any Enterprise Subsidiary is a party and pursuant to which Enterprise or any Enterprise Subsidiary is authorized to use any third-party patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-howcopyrights, trade secrets, systems, procedures, proprietary computer software or confidential information and all other worldwide intellectual property, industrial . Neither Enterprise nor any Enterprise Subsidiary has received notice challenging Enterprise’s or any Enterprise Subsidiary’s license or legally enforceable right to use any such third-party intellectual property and proprietary rights (collectively, “rights. The consummation of the transactions contemplated hereby will not result in the loss or impairment of the right of Enterprise or any Enterprise Subsidiary to own or use any material Enterprise Intellectual Property”.
(d) used in To Enterprise’s Knowledge, neither Enterprise nor any Enterprise Subsidiary has interfered with, infringed upon, misappropriated, or otherwise conflicted with any Intellectual Property rights of any other Person, and neither Enterprise nor any Enterprise Subsidiary has ever received any written or, to Enterprise’s Knowledge, oral charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that Enterprise or any of its Subsidiaries must license or refrain from using any Intellectual Property rights of any other Person). To Enterprise’s Knowledge, no other Person has interfered with, infringed upon, misappropriated or otherwise conflicted with any First Choice Intellectual Property rights owned by, or licensed to, Enterprise or any Enterprise Subsidiary.
(e) To Enterprise’s Knowledge, Enterprise and each Enterprise Subsidiary: (i) is, and at all times prior to the conduct date hereof has been, compliant with applicable Laws, and its own privacy policies and commitments to its customers, consumers and employees, concerning data protection and the privacy and security of their respective businesses (such Intellectual Propertypersonal data and the nonpublic personal information of its customers, “Company Intellectual Property”); consumers and employees and (ii) at no time during the two years prior to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not date hereof has received any written notice asserting any violations of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withforegoing.
Appears in 2 contracts
Sources: Merger Agreement (Enterprise Financial Services Corp), Merger Agreement (First Choice Bancorp)
Intellectual Property. (a) All material registered Intellectual Property Rights and applications therefor owned by the Company are subsisting and unexpired, and, to the Knowledge of the Company, valid and enforceable.
(b) To the Knowledge of the Company, the Company exclusively owns all material registered Intellectual Property Rights and applications therefor owned by it and its material proprietary unregistered Intellectual Property Rights, free and clear of any and all Liens (other than Permitted Liens), including claims of current or former employees and contractors, and the Company has not since the Applicable Date received any written claim from any other Person challenging the validity, enforceability, use or ownership of any Intellectual Property Rights, except as does not constitute a Company Material Adverse Effect.
(c) Except as would not, individually or in the aggregate, reasonably be expected to have does not constitute a Company Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct operation of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses business does not infringe, misappropriate or otherwise violate any the Intellectual Property Rights of any person; other Person, and (ii) since the Applicable Date, no Person has claimed the same in writing (including by a “cease and desist” letter or invitation to take a patent license). To the Knowledge of the Company, no Person is infringing any material Intellectual Property Rights of the Company.
(d) The Company has taken all commercially reasonable actions and has implemented all commercially reasonable policies and procedures to protect (i) its material trade secrets and confidential information, (ii) any personal, personally identifiable, sensitive or regulated information collected, stored, used, disclosed, transmitted, transferred, processed or disposed of by or on behalf of the Company and (iii) the integrity, continuous operation and security of the IT Assets used in connection with its business, in each case except as does not constitute a Company Material Adverse Effect.
(e) Except as does not constitute a Company Material Adverse Effect, since the Applicable Date, the Company has complied with all applicable Laws and all applicable contractual obligations relating to the collection, storage, use, transfer and any other processing of any personal information collected or used by the Company. Except as does not constitute a Company Material Adverse Effect: (i) the IT Assets used in the business of the Company operate and perform in all respects as required to permit the Company to conduct its subsidiaries business as currently conducted, (ii) such IT Assets have not malfunctioned or failed since the Applicable Date, (iii) none of the software owned by the Company contains or is distributed with any shareware, open source code or other software whose use or distribution is under a license that requires the Company to do any of the following: (A) disclose or distribute the software owned by the Company in source code form; (B) authorize a licensee of the software owned by the Company to make derivative works of such software owned thereby; or (C) distribute the software owned by the Company at no cost to the recipient. Except as does not constitute a Company Material Adverse Effect, the Company has implemented backup, security and disaster recovery technology and procedures consistent with standard practices for the industries in which the Company operates in each applicable jurisdiction in which it does business. There has been no unauthorized access to or unauthorized use of, and no material breaches, outages or violations of any of the IT Assets used in the business of the Company, except for incidents that do not constitute a Company Material Adverse Effect. The Company has not received any written notice of any valid claim relating material claims, investigations (including investigations by any Governmental Entity), or alleged violations of any Laws and Orders with respect to Intellectual Property; and (iv) to the knowledge of Personal Data possessed by the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Merger Agreement (BridgeBio Pharma, Inc.), Merger Agreement (BridgeBio Pharma, Inc.)
Intellectual Property. Except (a) The Company and the Company Subsidiaries own, clear of Liens, or are validly licensed or otherwise have the right to use (without any obligation to make any fixed or contingent payments including royalty payments in excess of $250,000 per annum for any license or right to use), all inventions and improvements reduced to practice, patents, patent rights, trademark, trademark rights, trade names, trade name rights, service marks, service ▇▇▇▇ rights, copyrights, domain names, software and other proprietary intellectual property rights material to the conduct of the business of the Company and the Company Subsidiaries as presently conducted (collectively, “Intellectual Property Rights”), except where the failure to own, have a valid license or have the rights to use such Intellectual Property Rights presently would notnot have or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company.
(b) No claims for infringement, unauthorized use or violation (other than those typical in the ordinary course of application and registration processes for patents, trademarks, copyrights, service marks and domain names) by the Company or any Company Subsidiary are pending in any jurisdiction in which the Company and the Company Subsidiaries presently have material business and which claim reasonably relates to a challenge to the ownership, licensing or right to use by the Company or any Company Subsidiary of any Intellectual Property Rights.
(c) To the Knowledge of the Company, (i) there is no fact or event (including receipt of a written notice) which the Company and its subsidiaries own believes is likely to result in any claim of infringement, unauthorized use or have the right to use all violation of any patents, patent applications, registered trademarks, registered copyrights or registered service marksmarks of any Person, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, no Person is infringing the Intellectual Property Rights of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effectof the Company Subsidiaries, except in each case as where such infringement is not having or would not reasonably be expected to have adversely effect the ability of the Company and the Company Subsidiaries to continue to conduct the business of the Company and the Company Subsidiaries, taken as a Material Adverse Effect. No technology employed whole, in all material respects as conducted as of the date of this Agreement, (iii) the ownership, license of and a right to use by the Company or its subsidiaries has been obtained or is being used by and the Company or Subsidiaries of its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package Rights is subsisting and the Prospectus as under development unexpired and will remain so without action by the Company or any subsidiary fall within the scope Company Subsidiary outside of the claims of one or more patents or patent applications owned byordinary course for at least through December 31, or exclusively licensed to2008, (iv) the Company or any subsidiary. To has a program (including certain confidentiality, non-disclosure and assignment of invention features and provisions) for the knowledge benefit of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art Subsidiaries that may render any patent within the Company reasonably protects their respective Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withRights.
Appears in 2 contracts
Sources: Merger Agreement (Hercules Inc), Merger Agreement (Ashland Inc.)
Intellectual Property. (a) Section 3.15(a) of the Company Disclosure Letter lists the material pending patent application, issued patents, pending trademark applications, registered trademarks, pending copyright applications, registered copyrights, registered domain names and pending domain name applications, in each case, owned by the Company or a Company Subsidiary (“Company Registered Intellectual Property”).
(b) Except as would notas, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company has not had and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Company Material Adverse Effect. No technology employed by , either the Company or its subsidiaries a Company Subsidiary owns and has been obtained valid rights to transfer all Company Registered Intellectual Property free and clear of all Liens, subject to the existing licenses or is being used by other grants to third parties and Permitted Liens described in Section 3.15(b) of the Company Disclosure Letter. Except as, individually or its subsidiaries in violation of any contractual or legal obligation binding on the Companyaggregate, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise has not to use the Intellectual Property of any third party, except in each case as had and would not reasonably be expected to have a Company Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of and the Company and its subsidiariesSubsidiaries own, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company have valid license rights to use, all Intellectual Property invalid used in or any necessary for the conduct of their business as currently conducted.
(c) With respect to all patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications, trademark applications and copyright applications included in the Company Registered Intellectual Property; Property pending with any Governmental Authority, the Company and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during Company Subsidiaries have conducted the prosecution of the United States patents all such pending applications in a manner consistent with their reasonable ongoing business goals and patent applications within objectives. With respect to all patents, trademarks and copyrights included in the Company Registered Intellectual Property issued or registered by any Governmental Authority, to the extent consistent with the reasonable ongoing business goals and objectives of the Company and Company Subsidiaries, all registration fees, maintenance fees, renewal fees and annuity fees necessary to maintain such Company Registered Intellectual Property as active and due prior to the Closing have been paid or will be paid through the Closing, and all necessary documents and certificates in connection with such Company Registered Intellectual Property have been materially complied withfiled or will be filed with the relevant patent, trademark and copyright offices, registrars or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration of such Company Registered Intellectual Property through the Closing Date. With regard to all foreign offices having similar requirementsapplications for domain name registration and all registered domain names included in the Company Registered Intellectual Property, all necessary registration and renewal fees due in connection with such requirements Company Registered Intellectual Property have been materially complied withpaid or will be paid through the Closing.
(d) Section 3.15(d) of the Company Disclosure Letter contains a true and complete list of all material written licenses to which either the Company or any Company Subsidiary is a party with respect to any of the Intellectual Property owned or used by the Company (true and complete copies of which, or, if none exist, written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Parent), except licenses and license agreements entered into in the ordinary course of business and those that arise as a matter of law by implication as a result of sales of products and services by the Company, any Company Subsidiary or any of their respective licensees.
(e) To the Company’s knowledge, as of the date of this Agreement, none of the Intellectual Property owned by or licensed to the Company or any Company Subsidiary is being infringed by any other Person.
(f) To the Company’s knowledge, as of the date of this Agreement, none of the Intellectual Property owned by or licensed to the Company or any Company Subsidiary infringes any Intellectual Property rights of any other Person.
(g) To the Company’s knowledge, the consummation of the Transactions will not alter, encumber, impair or extinguish any Intellectual Property right of the Company or any Company Subsidiary or impair the right of Parent to develop, use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property right of the Company or any Company Subsidiary.
Appears in 2 contracts
Sources: Merger Agreement (Hawk Corp), Merger Agreement (Carlisle Companies Inc)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Company Material Adverse Effect. No technology employed :
(a) the Group Companies own or possess all necessary or required licenses or other necessary or required rights to use (in each case, free and clear of any Liens, except for Permitted Liens) in the manner currently used, all material patents, patent rights, trademarks (including common law trademark rights in program titles and other protectable elements), trademark rights, trade names, trade name rights, copyrights, domain names, service marks, service mark rights, applications to register, registrations for, and extension and reissues of, any of the foregoing, trade secrets, know-how and proprietary rights and information, in each case to the extent protected under applicable Laws (the “Intellectual Property”) used in connection with the business of the Group Companies as it is now being conducted (the “Company Intellectual Property”);
(b) the use of any Intellectual Property in connection with the operation of their respective businesses or otherwise by the Company or its subsidiaries Subsidiaries does not infringe upon, misappropriate, or otherwise violate and has been obtained not infringed upon, misappropriated or otherwise violated the Intellectual Property rights of any person and is being used by in accordance with any applicable license pursuant to which the Company or any of its subsidiaries in violation Subsidiaries acquired the right to use such Intellectual Property;
(c) to the Knowledge of any contractual or legal obligation binding on the Company, neither the Company nor any of its subsidiariesSubsidiaries has received, in the past two (2) years, any written charge, complaint, claim, demand or notice challenging the validity of any of the Company Intellectual Property that has not been resolved;
(d) the Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or any has the valid right to use all Company Intellectual Property used or held for use in or necessary for the conduct of their officersthe business of the Group Companies as currently conducted, directorsfree and clear of all Liens other than the Permitted Liens. As of the date hereof, employees, or contractors, which violation relates to the breach Knowledge of the Company, no third party is infringing in any material respect a confidentiality obligation, an obligation to assign proprietary right in any Company Intellectual Property to a previous employer, or an obligation otherwise owned by the Group Companies and the use of the Company Intellectual Property in connection with the Group Companies' businesses as currently conducted does not to use the materially infringe upon any Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryPerson. To the knowledge Knowledge of the Company and its subsidiariesCompany, (A) there is no patent or published patent application none of the Group Companies has received, in the U.S. past two (2) years, any written charge, complaint, claim, demand or other jurisdiction notice alleging any such infringement or misappropriation by any of the Group Companies that contains claims that materially interfere with has not been settled or otherwise resolved;
(e) the issued consummation of the Transactions would not adversely alter, encumber, impair or pending claims of extinguish any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in right of any of the patents or patent applications included in the Company Intellectual PropertyGroup Companies; and and
(Df) the duty Group Companies have taken commercially reasonable steps in accordance with normal industry practice to maintain the confidentiality of candor and good faith as required all trade secrets owned, used or held for use by the United States Patent Group Companies and Trademark Office during the prosecution no such trade secrets have been disclosed other than to employees, representatives and agents of the United States patents and patent applications within the Company Intellectual Property have been materially complied withGroup Companies, and in all foreign offices having similar requirements, such requirements have been materially complied withon a need-to-know basis.
Appears in 2 contracts
Sources: Plan of Merger, Merger Agreement
Intellectual Property. Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, :
(ia) the Each of Company and its subsidiaries own (A) solely owns (beneficially, and of record where applicable), free and clear of all Liens, other than Permitted Liens and non-exclusive licenses entered into in the ordinary course of business, all right, title and interest in and to its respective Owned Intellectual Property, and (B) has valid and sufficient rights and licenses to all of the Licensed Intellectual Property. The Owned Intellectual Property is subsisting and, to the knowledge of Company valid and enforceable. To the knowledge of Company, the Owned Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property used in or have necessary for the right operation of the respective businesses of Company and each of its subsidiaries as presently conducted and each of Company and its subsidiaries has sufficient rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Property used in its respective business as presently conducted.
(b) To the conduct knowledge of their Company, the operation of Company and each of its Subsidiaries’ respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property rights of the any third person, and no third person has asserted in writing that Company and or any of its subsidiaries is not being has materially infringed, diluted, misappropriated or otherwise violated by any third person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company ’s Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryrights. To the knowledge of Company, no third person is infringing, misappropriating or otherwise violating any of Company’s or any of its subsidiary’s rights in the Owned Intellectual Property.
(c) Company and each of its subsidiaries, subsidiaries has taken reasonable measures to protect (A) there is no patent or published patent application their rights in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company their respective Owned Intellectual Property; Property and (B) there the confidentiality of all Trade Secrets the value of which to Company is no prior art contingent on maintaining the confidentiality thereof that may render any patent within the are owned, used or held by Company Intellectual Property invalid or any patent application within of its subsidiaries. To the Company Intellectual Property unpatentable; knowledge of Company, no person has gained unauthorized access to Company’s or its subsidiaries’ IT Assets.
(Cd) there are no material defects in any Company’s and each of the patents or patent applications included in the Company Intellectual Property; its subsidiaries’ respective IT Assets operate and (D) the duty of candor and good faith perform as required by the United States Patent Company and Trademark Office during the prosecution each of the United States patents its subsidiaries in connection with their respective businesses as presently conducted. Company and patent applications within the each of its Subsidiaries has implemented reasonable backup, security and disaster recovery technology and procedures. Company Intellectual Property have been materially complied withand each of its Subsidiaries is compliant with all applicable laws, rules and regulations, and in all foreign offices having similar requirementstheir own privacy policies and commitments to their respective customers, such requirements have been materially complied withconsumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees.
Appears in 2 contracts
Sources: Merger Agreement (SWS Group Inc), Merger Agreement (Hilltop Holdings Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service ▇▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual Property Assets” and, together with Intellectual Property Rights, “Intellectual Property”) used in the necessary to conduct of their respective businesses (such as currently conducted, and as proposed to be conducted as described in the General Disclosure Package and the Prospectus, or necessary to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or its subsidiaries. The Company’s Intellectual Property, “Company Intellectual Property”); (ii) to Property has not been adjudged by a court of competent jurisdiction invalid or unenforceable in whole or in part. To the Company’s knowledgeKnowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any patents included in the Intellectual Property of any person; (iii) are subsisting and have not lapsed and the patent applications in the Intellectual Property are subsisting and have not been abandoned. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any valid claim relating challenge, which is to Intellectual Property; and (iv) their Knowledge still pending, by any other person to the knowledge of the Company, the Intellectual Property rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the Company’s Knowledge, there are no third parties who have rights to any Intellectual Property Rights described in the Registration Statement, General Disclosure Package and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third party licensors with respect to Intellectual Property Rights that are disclosed as exclusively licensed to the Company or one or more of its subsidiaries. To the Company’s Knowledge, there is not no infringement by third parties of any Intellectual Property Assets described in the Registration Statement, the General Disclosure Package and the Prospectus as being infringed, misappropriated owned by or otherwise violated by any personlicensed to the Company. The Company and its subsidiaries have complied with the material terms not received written advice from their legal counsel concluding that any activities of each agreement pursuant to which Company their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation Rights of any contractual or legal obligation binding on other person. All licenses for the Company, its subsidiaries, or any use of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products Rights described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus are, to the Company’s Knowledge, valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and, to its Knowledge, is not in breach, nor has it received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no Knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Except as under development described in the General Disclosure Package and the Prospectus, to the Company’s Knowledge, no written claim has been made against the Company (i) alleging the infringement by the Company of any patent, trademark, service ▇▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any subsidiary fall within person; or (ii) challenging the validity, enforceability, or scope of the claims of one or more patents or patent applications any Intellectual Property Rights owned by, or exclusively licensed toby the Company, including no interferences, oppositions, reexaminations, or government proceedings, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights in the applicable countries and territories necessary to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company or any subsidiaryits subsidiaries. To the knowledge of the Company and its subsidiariesCompany’s Knowledge, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or that may render any patent application within the Company Intellectual Property unpatentable; (C) unpatentable that has not been disclosed to the U.S. Patent and Trademark Office. To the Company’s Knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property Rights disclosed in the Registration Statement, General Disclosure Package and the Prospectus as being owned by the Company. To the Company’s Knowledge, there is no patent or published patent application, in the U.S. or other jurisdiction, which, in the case of a patent, contains claims, or in the case of a published patent application contains patentable claims, that dominate or may dominate any of the Company’s Intellectual Property described in the Preliminary Prospectus and Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any of the Company’s Intellectual Property; . The consummation of the transactions contemplated by this Agreement and (D) the Representatives’ Warrant Agreement will not, to the Company’s Knowledge, result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s Knowledge, the Company and its subsidiaries are not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of their respective businesses as described in the General Disclosure Package and the Prospectus. With respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s Knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the software to be publicly distributed or dedicated to the public. The Company and each of its subsidiaries has taken reasonable steps to obtain executed nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s Knowledge, no employee of the Company or any of its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its subsidiaries and would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. To the Company’s Knowledge, the duty of candor and good faith as required by the United States U.S. Patent and Trademark Office during the prosecution of the United States patents and patent applications within included in the Company Intellectual Property Rights have been materially complied with, ; and in all foreign offices having similar requirements, all such requirements have been materially complied with. The consummation of the transactions contemplated by this Agreement and the Representatives’ Warrant Agreement will not result in the loss or impairment of or payment of any material additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s or any of its subsidiaries’ right to own, use, or hold for use any of the Intellectual Property Assets as owned, used or held for use in the conduct of the business as currently conducted. The Company and each of its subsidiaries has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company or any of its subsidiaries and which relate to the Company’s business. All founders and key employees as described in the General Disclosure Package and the Prospectus have signed confidentiality and invention assignment agreements with the Company.
Appears in 2 contracts
Sources: Underwriting Agreement (Ocean Biomedical, Inc.), Underwriting Agreement (Ocean Biomedical, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the The Company and its subsidiaries have not received any written notice of any valid claim relating ownership or license or legal right to Intellectual Property; and (iv) to use all patent, copyright, trade secret, know-how trademark, trade name customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the knowledge of the Company, the Intellectual Property business of the Company and its subsidiaries is (collectively “Intellectual Property”). All of these patents, registered trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions.
(b) The Company believes it has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and preserve its and its subsidiaries ownership of all material Intellectual Property with respect to their products and technology.
(c) The present business, activities and products of the Company and its subsidiaries do not being infringedinfringe any intellectual property of any other person, misappropriated except where the infringement would not have a Material Adverse Effect. No proceeding charging the Company or otherwise violated by any personof its subsidiaries with infringement of any adversely held Intellectual Property has been filed.
(d) No proceedings have been instituted or pending that challenge the rights of the Company or any of its subsidiaries to the use of the Intellectual Property. The Company and its subsidiaries have complied with the right to use, free and clear of material terms claims or rights of each agreement pursuant to other persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are required for its products or its business as presently conducted. Neither the Company nor any subsidiary is making unauthorized use of any confidential information or trade secrets of any person.
(e) All licenses or other agreements under which Company Intellectual Property has been licensed to (i) the Company or any subsidiarysubsidiary employs rights in Intellectual Property, and all such agreements or (ii) the Company or any subsidiary has granted rights to others in Intellectual Property owned or licensed by the Company or any subsidiary are in full force and effect, except in each case as and there is no default (and there exists no condition which, with the passage of time or otherwise, would not reasonably be expected to have constitute a Material Adverse Effect. No technology employed default by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development such subsidiary) by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withrespect thereto.
Appears in 2 contracts
Sources: Agency Agreement (Uroplasty Inc), Agency Agreement (Uroplasty Inc)
Intellectual Property. Except (a) The Company and its Subsidiaries own or have a valid right to use all Intellectual Property Rights as are necessary to conduct the business of the Company and its Subsidiaries as currently conducted or planned to be conducted by the Company and its Subsidiaries, taken as a whole, except where the failure to have such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries infringes, misappropriates or violates in any material respect any Intellectual Property Rights of any third party, except where such infringement, misappropriation or violation would not, individually or in the aggregate, have a Company Material Adverse Effect. To the Knowledge of the Company, no third party infringes, misappropriates or violates any Intellectual Property Rights owned or exclusively licensed by or to the Company or any of its Subsidiaries, except where such infringement, misappropriation or violation would not, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Section 3.16(b) of the Company Disclosure Letter contains a list as of the date hereof of (i) the Company all material registered United States, state and its subsidiaries own or have the right to use all patents, patent applications, foreign trademarks, service marks, logos, trade names, trademark registrations, service ▇▇▇▇ registrations, domain dress and trade names and other source indicators, pending applications to register the foregoing; (ii) all United States and material foreign patents and patent applications; and (iii) all material registered United States and foreign copyrights and copyrightable workspending applications to register the same, know-howin each case owned by the Company and its Subsidiaries.
(c) (i) As of the date of this Agreement, trade secretsthere are no actions, systemssuits or claims or administrative proceedings or investigations pending or, proceduresto the Knowledge of the Company, proprietary threatened that challenge or question the validity, enforceability or ownership of Intellectual Property Rights of the Company or any of its Subsidiaries.
(d) The Company and its Subsidiaries have taken reasonable steps to protect the confidentiality of confidential information that is owned, used or held by the Company and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used its Subsidiaries in the conduct of their respective businesses the business. To the Knowledge of the Company, confidential information owned by Company or any of its Subsidiaries has not been used by or disclosed to any third party except pursuant to valid and appropriate non-disclosure or confidentiality agreements which have not been breached. Subject to Section 3.16(a) and the Company Material Adverse Effect qualification contained therein, the Company and its Subsidiaries are free to make, use, modify, copy, distribute, sell, license, import, export and otherwise exploit all Intellectual Property Rights owned by them (such Intellectual Property, “Company Owned Intellectual PropertyProperty Rights”)) on an exclusive basis except for nonexclusive: (i) use pursuant to end-user licenses granted to customers; (ii) distribution rights granted to resellers or distributors in the Company’s knowledge, the Company’s and its subsidiaries’ conduct ordinary course of their respective businesses does not infringe, misappropriate business; or otherwise violate any Intellectual Property of any person; (iii) nondisclosure or confidentiality agreements pursuant to which any Person has been granted access to Company Owned Intellectual Property Rights without any right to exploit such Company Owned Intellectual Property Rights, except where the failure to make, use, modify, copy, distribute, sell, license, import, export and otherwise exploit such Company Owned Intellectual Property Rights would not, individually or in the aggregate, have a Company Material Adverse Effect.
(e) All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception or development, or both, of the Company Owned Intellectual Property Rights (i) have been and are a party to “work-for-hire” arrangements with Company or one of its Subsidiaries or (ii) have assigned to Company or one of its Subsidiaries all ownership of all tangible and intangible property arising in connection with the conception or development of such Company Owned Intellectual Property Rights.
(f) Section 3.16(f) of the Company Disclosure Letter contains a list of (i) each item of Third Party computer software that is (A) licensed to and actively marketed by the Company or any of its Subsidiaries and (B) material to the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; it Subsidiaries taken as a whole, and (ivii) to the knowledge of the Company, the Intellectual Property except as indicated in Section 3.16(f) of the Company and its subsidiaries is not being infringedDisclosure Letter, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement Contracts pursuant to which Company Intellectual Property has been the foregoing Third Party computer software is licensed to the Company or any subsidiaryof its Subsidiaries. The Company or one of its Subsidiaries owns, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by part of the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiariesOwned Intellectual Property Rights, or any of their officershas acquired, directorspursuant to a valid license, employees, or contractors, which violation relates rights to the breach of a confidentiality obligation, an obligation to assign all Intellectual Property to a previous employer, or an obligation otherwise not to use Rights incorporated into the Intellectual Property products of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the of its Subsidiaries or otherwise licensed or provided to such customers, in sufficient quantities and of sufficient scope to cover all of the claims Company’s and its Subsidiaries’ past and current use(s) of one or more patents or patent applications owned by, or exclusively licensed to, such Intellectual Property Rights and those reasonably anticipated to be needed in the businesses of the Company or any subsidiary. To of its Subsidiaries, except where the knowledge of the Company and its subsidiariesfailure to own such Intellectual Property Rights would not, (A) there is no patent individually or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the aggregate, have a Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withMaterial Adverse Effect.
Appears in 2 contracts
Sources: Framework Agreement (Misys PLC), Merger Agreement (Eclipsys Corp)
Intellectual Property. Except Seller represents and warrants to Buyer that as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect, Execution Date:
(i) it is not aware of any claim made against it asserting the Company and invalidity, misuse, unregistrability, unenforceability or non-infringement of any of its subsidiaries own intellectual property which is the subject of this Agreement (the "Intellectual Property") or have the challenging its right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “ownership of any of the Intellectual Property”) used in the conduct Property or making any adverse claim of their respective businesses (such Intellectual Property, “Company Intellectual Property”); ownership thereof;
(ii) it is not aware of any pending, or threatened claim or litigation which alleges that Seller's activities to date relating to the Company’s knowledgeIntellectual Property have violated, or by conducting its business as currently proposed to be conducted hereunder would violate, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property intellectual property rights of any other person; ;
(iii) to the Company and its subsidiaries have not received any written notice best of Seller's knowledge, there has been no infringement or misappropriation by a third party of any valid claim relating to of the Intellectual Property; and ;
(iv) to the knowledge Seller's knowledge, its activities to date have not infringed or, by conducting its business as proposed to be conducted hereunder would not infringe, any of the Companyintellectual property rights of any other person.; and
(v) all Seller Process Technology Patent Rights or Seller Product Technology Patent Rights are owned by Seller or, the Intellectual Property of the Company and its subsidiaries is not being infringedto Seller's knowledge, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been are validly licensed to Seller, provided, however, that in no event shall this subsection (v) be interpreted as a representation or warranty that the Company Seller Process Technology or any subsidiary, and all such agreements are in full force and effect, except in each case as would Seller Product Technology does not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company infringe or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property misappropriate intellectual property rights of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Supply Agreement (Sequenom Inc), Supply Agreement (Sequenom Inc)
Intellectual Property. Except as would not(a) The Company and the Company Subsidiaries own or have valid, individually or in the aggregatesufficient and continuing rights to use, reasonably be expected pursuant to have a Material Adverse Effectvalid written agreements, (i) all Intellectual Property used by the Company and its subsidiaries own the Company Subsidiaries in, or have the right to use all patentsotherwise necessary for, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their the Company’s or the Company Subsidiaries’ respective businesses (such Intellectual Propertybusinesses, “free and clear of all Liens other than Permitted Liens. The Company and each of the Company Subsidiaries have taken reasonable measures to maintain and protect the secrecy of all Trade Secrets included in the Company Intellectual Property”); (ii) to . To the Knowledge of the Company’s knowledge, the conduct of the Company’s and its subsidiariesSubsidiaries’ conduct of their respective businesses business does not infringeinfringe upon, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyPerson. No claims are pending or, except in each case as would not reasonably be expected to the Knowledge of the Company, threatened, that the conduct of the Company’s or its Subsidiaries’ business infringes upon, misappropriates, or otherwise violates the Intellectual Property of a third Person.
(b) The Company and its Subsidiaries own or have a Material Adverse Effectvalid right to access and use pursuant to a written agreement all computer systems, networks, hardware, technology, software, databases, websites, and equipment used in connection with the business of the Company and each of its Subsidiaries (the “IT Systems”), as such IT Systems are currently used by the Company and the Company Subsidiaries. The products described in IT Systems have not suffered any material malfunction, failure or security breach since January 1, 2017 and do not, to the Registration StatementKnowledge of the Company, the Pricing Disclosure Package contain any viruses, worms, trojan horses, bugs, faults or other devices, errors or contaminants or effects.
(c) The Company and the Prospectus as under development by Company Subsidiaries have since January 1, 2017 complied in all material respects with (i) all applicable Privacy Laws, (ii) all of the Company’s and the Company Subsidiaries’ policies and procedures regarding Personal Information and (iii) all contractual obligations that the Company and the Company Subsidiaries have entered into with respect to Personal Information. As of the date hereof, to the Knowledge of the Company, there are no Proceedings threatened against the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims Subsidiaries alleging a violation of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid Privacy Laws, applicable privacy policies, or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withcontractual commitments with respect to Personal Information.
Appears in 2 contracts
Sources: Merger Agreement (Jefferies Financial Group Inc.), Merger Agreement (Homefed Corp)
Intellectual Property. Except (a) Section 3.10(a) of the Company Disclosure Schedule lists all Company Registrations, in each case, enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. To the Company’s knowledge, all assignments of Company Registrations to the Company or any of its Subsidiaries have been properly executed and recorded, except for such deficiencies as would notnot materially affect the enforceability thereof. To the Company’s knowledge, individually all issued patents, all Copyrights, all registered Trademarks and all registered Mask Works are valid and enforceable. To the Company’s knowledge, all issuance, renewal, maintenance and other payments that are or have become due with respect to the Company Registrations have been timely paid by or on behalf of the Company or the relevant Subsidiary.
(b) To the Company’s knowledge, there are no inventorship challenges, opposition or nullity proceedings or interferences declared, commenced or provoked with respect to any Patent Rights included in the aggregateCompany Registrations, reasonably be expected or threatened (excluding, for the avoidance of doubt, office actions issued by Governmental Entities with respect to have a Material Adverse Effect, (i) the applications for Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”Registrations); (ii) to . To the Company’s knowledge, the Company’s Company and its subsidiaries’ conduct Subsidiaries have complied with their duty of their respective businesses does not infringe, misappropriate candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent office with respect to all patent and trademark applications filed by or otherwise violate on behalf of the Company or any of its Subsidiaries and have made no material misrepresentation in such applications.
(c) Each item of Company Intellectual Property of any person; (iii) will be owned or available for use by the Company and its subsidiaries Subsidiaries immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. There are no third party joint owners of any Company Owned Intellectual Property and the Company or one of its Subsidiaries is the sole and exclusive owner of all Company Owned Intellectual Property, including the Company Registrations, free and clear of any Liens other than Outbound License Agreements. The Company Intellectual Property constitutes all material Intellectual Property necessary to conduct the business of the Company and its Subsidiaries, taken as a whole, as currently conducted. The foregoing representation and warranty is not intended to be a representation regarding the absence of infringement or misappropriation, which is addressed in Section 3.10(e).
(d) The Company and its Subsidiaries have not received taken commercially reasonable measures to maintain in confidence and protect the proprietary nature of all trade secrets and confidential information comprising a part of the Company Owned Intellectual Property. The Company and each of its Subsidiaries have complied in all material respects with all applicable contractual and legal requirements pertaining to information privacy and security. To the knowledge of the Company, there has been no: (i) unauthorized disclosure of any material third party proprietary or confidential information in the possession, custody or control of the Company or any of its Subsidiaries, or (ii) material breach of the Company’s or any of its Subsidiaries’ security or information privacy procedures. The Company and its Subsidiaries have taken commercially reasonable measures to (A) actively police the quality of all goods and services sold, distributed or marketed under each of their Trademarks and (B) enforce adequate quality control measures to ensure that no Trademarks that they have licensed to others shall be deemed to be abandoned.
(e) Neither the conduct of the business of the Company and its Subsidiaries, as currently conducted, nor the sale or use of any product or service offered or planned to be released within 12 months by the Company or any of its Subsidiaries by any of their resellers, distributors, customers or users, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 3.10(e) of the Company Disclosure Schedule lists any written notice complaint, claim or notice, or threat of any valid claim relating of the foregoing (including any notification that a license under any patent is or may be required), received by the Company or any of its Subsidiaries since March 28, 2009 alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Company or any of its Subsidiaries from any reseller, distributor, customer, user or any other third party. The Company and Subsidiaries have made available to Parent copies of all such complaints, claims, notices, requests, demands or threats.
(f) To the knowledge of the Company, no person or entity (including any current or former employee or consultant of the Company or any of its Subsidiaries) is infringing, violating or misappropriating any of the Company Owned Intellectual Property or any of the Company Licensed Intellectual Property which is exclusively licensed to the Company or any of its Subsidiaries. The Company and its Subsidiaries have made available to Parent copies of all correspondence, complaints, claims, notices or threats concerning the infringement, violation or misappropriation of any Company Owned Intellectual Property sent by the Company or any of its Subsidiaries to any third party since March 28, 2009.
(g) Section 3.10(g) of the Company Disclosure Schedule identifies each material license, covenant or other agreement pursuant to which the Company or any of its Subsidiaries has assigned, transferred, licensed, distributed or otherwise granted any right or access to any person or entity, or covenanted not to assert any right, with respect to any past, existing or future Company Intellectual Property; , other than Outbound License Agreements. Neither the Company nor any of its Subsidiaries has agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any products or services offered by the Company or any of its Subsidiaries or any third party Intellectual Property rights other than indemnification obligations of the Company or any of its Subsidiaries pursuant to Outbound License Agreements. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Company Owned Intellectual Property to any person or entity.
(h) Section 3.10(h) of the Company Disclosure Schedule identifies each item of material Company Licensed Intellectual Property and the license or agreement pursuant to which the Company or a Subsidiary obtained a license under such Company Licensed Intellectual Property (ivexcluding generally commercially available, off-the-shelf software programs).
(i) None of the Company, any of its Subsidiaries or any other person, including the Company’s or its Subsidiaries’ employees and contractors, have licensed, distributed or disclosed the source code for any Software included in the products or services offered by the Company or any of its Subsidiaries or other confidential information constituting, embodied in or pertaining to such Software (collectively, “Company Source Code”) to any person, other than escrow agents, and the Company and its Subsidiaries have taken all commercially reasonable physical and electronic security measures to prevent disclosure of such Company Source Code. To the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, nor will the consummation of the transactions contemplated hereby, result in the disclosure or release of Company Source Code by Company, any of its Subsidiaries or escrow agent(s) or any other person to any third party.
(j) To the knowledge of the Company, the Intellectual Property products and services offered, or contemplated to be offered, by the Company or any of its Subsidiaries, and the Software and internal computer systems used by the Company and its subsidiaries is Subsidiaries, do not being infringedcontain any disabling device, misappropriated virus, worm, back door, Trojan horse or other disruptive or malicious code that may or are intended to materially impair their intended performance or otherwise violated permit unauthorized access to, hamper, delete or damage any computer system, software, network or data.
(k) To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in breach of any of the material terms or conditions of any license to any Open Source Materials, except as would not materially affect the business or operations of the Company or any of its Subsidiaries.
(l) Each employee of the Company or any of its Subsidiaries and each individual independent contractor of the Company or any of its Subsidiaries has executed a valid and binding written agreement expressly assigning to the Company or its relevant Subsidiary all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, authored, conceived or reduced to practice during the term of such employee’s employment or such independent contractor’s work for the Company or its relevant Subsidiary and related to the work performed by such person for the Company or its relevant Subsidiary, and all Intellectual Property rights therein. All of the agreements referenced in the preceding sentence will continue to be in full force and effect immediately following the Effective Time in accordance with the terms thereof as in effect immediately prior to the Effective Time.
(m) To the Company’s knowledge, no material support, funding, resources or assistance from any personGovernmental Entity has been received by the Company or any of its Subsidiaries during the six years prior to the date of this Agreement in connection with the development, design, testing, modification, manufacture, use, sale, reproduction, marketing, distribution, support or maintenance of any of the products or services offered, or contemplated to be offered, by the Company or any of its Subsidiaries. The Company and its subsidiaries have complied Subsidiaries are in material compliance with all of the material applicable terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company any such support, funding, resources or any subsidiaryassistance, and all such agreements are in full force and effectmaterial compliance with all applicable law in connection therewith, except including in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation respect of any contractual or legal obligation binding on the CompanyPatent Rights arising out of, its subsidiariesrelating to, or developed in connection with any of their officerssuch support, directorsfunding, employees, resources or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withassistance.
Appears in 2 contracts
Sources: Merger Agreement (Network Equipment Technologies Inc), Merger Agreement (Sonus Networks Inc)
Intellectual Property. Except as would not, individually The Company owns or in possess the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service m▇▇▇ registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, trademark registrationsdatabases, service ▇▇▇▇ registrationsformulae, know how, Internet domain names and other source indicators, copyrights intellectual property (including trade secrets and copyrightable works, know-how, trade secretsother unpatented and/or unpatentable proprietary confidential information, systems, or procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights ) (collectively, “Intellectual PropertyProperty Assets”) used necessary to conduct its business as currently conducted, and as proposed to be conducted and described in the conduct General Disclosure Package and the Prospectus. The Company has not received any opinion from its legal counsel concluding that any activities its business infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of their respective businesses (such any other person, and have not received written notice of any challenge, which is, to the Company’s knowledge, still pending, by any other person to the rights of the Company with respect to any Intellectual Property, “Company Property Rights or Intellectual Property”); (ii) to Property Assets owned or used by the Company. To the Company’s knowledge, the Company’s business as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance with its subsidiaries’ conduct terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of their respective businesses does not infringe, misappropriate or otherwise violate breach of any Intellectual Property license, and to the Company’s knowledge, there is no breach or anticipated breach by any other person to any Intellectual Property license. Except as described in the General Disclosure Package, no claim has been made against the Company alleging the infringement by the Company of any person; (iii) the Company and its subsidiaries have not received any written notice patent, trademark, service m▇▇▇, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company has taken all reasonable steps to protect, maintain and safeguard its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to Rights, including the Company execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company impairment of or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation payment of any contractual or legal obligation binding on additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, its subsidiariesuse, or hold for use any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyRights as owned, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described used or held for use in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope conduct of the claims business as currently conducted. With respect to the use of one or more patents or patent applications owned by, or exclusively licensed tothe software in the Company’s business as it is currently conducted, the Company or has not experienced any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in such software including any material error or omission in the processing of any transactions other than defects which have been corrected, and to the Company’s knowledge, no such software contains any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license that provides for the source code of the patents software to be publicly distributed or patent applications included in dedicated to the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withpublic.
Appears in 2 contracts
Sources: Underwriting Agreement (908 Devices Inc.), Underwriting Agreement (908 Devices Inc.)
Intellectual Property. Except as would notThe Company and its Subsidiaries own, individually or are licensed or otherwise possess rights to use, free and clear of all Liens, all Proprietary Rights used in the aggregateconduct of the business of the Company and its Subsidiaries as now conducted, except where the failure to own, license or otherwise possess such Proprietary Rights would not reasonably be expected to have result in a Company Material Adverse Effect, (i) the . The Company and its subsidiaries own or Subsidiaries have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) Proprietary Rights used in or necessary for the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to without infringing the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property rights of any person; (iii) person or violating the Company and its subsidiaries have not received any written notice terms of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated licensing or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each other agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effectof its Subsidiaries is a party, except in each case as for such infringements or violations that would not reasonably be expected to have result in a Company Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on , and, to the Company’s Knowledge, its subsidiaries, or no person is infringing upon any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third partyProprietary Rights, except in each case as where the infringement would not reasonably be expected to result in a Company Material Adverse Effect. No charges, claims or litigation have been asserted or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries contesting the right of the Company or any of its Subsidiaries to use, or the validity of, any of the Proprietary Rights or challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof, and, to the Company’s Knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Company or any of its Subsidiaries is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Company or such Subsidiary, subject to the Bankruptcy and Equity Exception, as the case may be, and there have not been and there currently are not any defaults (or any event that, with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries under any license or other agreement affecting Proprietary Rights used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, except for defaults, if any, which would not reasonably be expected to result in a Company Material Adverse Effect. The products described in validity, continuation and effectiveness of all licenses and other agreements relating to the Registration Statement, the Pricing Disclosure Package Proprietary Rights and the Prospectus as under development current terms thereof will not be affected by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required transactions contemplated by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied withthis Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Provident Community Bancshares, Inc.), Merger Agreement (Park Sterling Corp)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service ▇▇▇▇ registrationscopyrights, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the conduct of their respective businesses (such Intellectual Propertyfuture and, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither the Company nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company and or its subsidiaries is not being infringed, misappropriated or otherwise violated by any personwhich would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied with the material terms of each agreement pursuant taken all reasonable steps necessary to which Company secure their interests in such Intellectual Property has been licensed from their employees and contractors and to protect the Company or any subsidiary, confidentiality of all of their confidential information and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effecttrade secrets. No technology None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directorsdirectors or employees. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, employeesencumbrances, defects or contractorsother restrictions (other than non-exclusive licenses granted in the ordinary course of business). The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which violation relates to the breach materially restricts or impairs their use of a confidentiality obligation, an obligation to assign any Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as which would not reasonably be expected to have result in a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of any patent within the Company Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service ▇▇▇▇ registrationscopyrights, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the conduct of their respective businesses (such Intellectual Propertyfuture as described in the SEC Reports and the Registration Statement and, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other Person, other than as described in the SEC Reports or the Registration Statement or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or the Registration Statement, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other Person. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company and or its subsidiaries is not being infringed, misappropriated or otherwise violated by any personwhich would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied with the material terms of each agreement pursuant taken all reasonable steps necessary to which Company secure their interests in such Intellectual Property has been licensed from their employees and contractors and to protect the Company or any subsidiaryconfidentiality of all of their confidential information and trade secrets. To the knowledge of the Company, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology none of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directors, directors or employees, except as would not, individually or contractorsin the aggregate, which violation relates reasonably be expected to the breach of have a confidentiality obligation, an obligation to assign Material Adverse Effect. All Intellectual Property to a previous employerowned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or an obligation otherwise not to use other restrictions (other than non-exclusive licenses granted in the Intellectual Property ordinary course of any third partybusiness), except those that would not, individually or in each case as would not the aggregate, reasonably be expected to have a Material Adverse Effect. The products described in the Registration StatementCompany and its subsidiaries are not subject to any judgment, the Pricing Disclosure Package and the Prospectus as under development by order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company or any subsidiary fall within the scope of the claims of one its subsidiaries entered into or more patents or patent applications owned by, or exclusively licensed to, the Company or become a party to any subsidiary. To the knowledge of the Company and its subsidiaries, (A) there is no patent or published patent application agreement made in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims settlement of any patent within the Company pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Subscription Agreement (Ikena Oncology, Inc.), Merger Agreement (Ikena Oncology, Inc.)
Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the The Company and its subsidiaries own or have possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, trademark registrationsdomain names, service ▇▇▇▇ registrationsand copyrights, domain names and other source indicators, copyrights registrations and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights applications for registration of any of the foregoing (collectively, “Intellectual Property”) used necessary to conduct their business as presently conducted and currently contemplated to be conducted in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to future as set forth in the Company’s knowledgeRegistration Statement, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate General Disclosure Package or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to Prospectus. To the knowledge of the Company, neither the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or its subsidiaries have received any communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither the Company nor any of its subsidiaries has received any communication or notice alleging that by conducting their business as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company and or its subsidiaries is not being infringed, misappropriated or otherwise violated by any personwhich would reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have complied with the material terms of each agreement pursuant taken all reasonable steps necessary to which Company secure their interests in such Intellectual Property has been licensed from their employees and contractors and to protect the Company or any subsidiary, confidentiality of all of their confidential information and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effecttrade secrets. No technology None of the Intellectual Property employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directorsdirectors or employees or otherwise in violation of the rights of any persons. Except as described in the Registration Statement, employeesthe General Disclosure Package, or contractorsthe Prospectus, which violation relates (i) the Company is not aware of outstanding options, licenses or agreements of any kind relating to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described and (ii) neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property or other similar rights of any third partyother person or entity which are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not so described. All Intellectual Property owned or exclusively licensed by the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business), except in each case as would those that could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Company and its subsidiariessubsidiaries are not subject to any judgment, (A) there is no patent order, writ, injunction or published patent application in the U.S. decree of any court or any federal, state, local, foreign or other jurisdiction that contains claims that materially interfere with the issued governmental department, commission, board, bureau, agency or pending claims instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any patent within the Company pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property; (B) there is no prior art that may render any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied with.
Appears in 2 contracts
Sources: Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc)
Intellectual Property. Except as would notdescribed, individually or incorporated by reference, in the aggregateRegistration Statement, reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries own or have the right possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ mark registrations, domain names and other source indicatorsnames, copyrights and copyrightable worksgoodwill associated with the foregoing, copyrights, licenses, inventions, know-how, how (including trade secrets, systems, procedures, secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures) and all other worldwide technology and intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used necessary for the current conduct of its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own or possess adequate rights to use such Intellectual Property would not reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, the current conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to as described in the Company’s knowledgeRegistration Statement, the Company’s Pricing Disclosure Package and its subsidiaries’ conduct of their respective businesses the Prospectus, does not infringe, misappropriate or otherwise violate any Intellectual Property such rights of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effectothers, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company or nor any of its subsidiaries has been obtained have received any notice in the past six years or is being used by the Company any written notice of any claim of infringement, misappropriation or its subsidiaries in other violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, or any claim challenging the validity, scope, or enforceability of any Intellectual Property owned by or licensed to the Company or any of its subsidiaries or the Company’s or any such subsidiary’s rights therein, excluding office actions before the U.S. Patent and Trademark Office and foreign patent and trademark offices arising in the ordinary course of prosecuting any pending applications included within such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, no third party has infringed, misappropriated or otherwise used Intellectual Property owned by the Company or any of its subsidiaries in conflict with the Company’s or any such subsidiary’s rights therein. Except as described, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or the applicable subsidiary and is owned free and clear of all material liens, encumbrances, defects or other restrictions. Except as would not reasonably be expected to have a Material Adverse Effect, all licenses pursuant to which any Intellectual Property is licensed to the Company or any of its subsidiaries are free and clear of all liens and free of any restrictions or defects that would conflict with their respective businesses. The Company has no knowledge of any specific facts that would support a finding that any of the issued or granted patents owned by or licensed to the Company or any of its subsidiaries is invalid or unenforceable and, to the knowledge of the Company, all such issued or granted patents are valid and enforceable. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, there is no patent or patent application of any third party that contains claims that would interfere with a patent or patent application owned by or licensed to the Company or any of its subsidiaries, and no such patent interference has been provoked or declared. Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their respective use of any Intellectual Property. The Company and its subsidiaries have taken all reasonable steps necessary to secure interests in the Intellectual Property owned by the Company from their employees, consultants, agents and contractors, except as would not reasonably be expected to have a Material Adverse Effect. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in each case the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. To the knowledge of the Company, no governmental agency or body or other third party has any claim or right in or to any Intellectual Property owned by the Company or any of its subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect on the current conduct of its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. No software governed by a license commonly referred to as an open source, free software, copyleft or community source code license, including, but not limited to, the GNU General Public License or GNU Lesser General Public License (such software, “Open Source Software”), is used by the Company or any of its subsidiaries in a manner that obligates the Company or any of its subsidiaries to (A) distribute or disclose any other software combined, distributed or otherwise made available with such Open Source Software in source code form or (B) license or otherwise make available such Open Source Software and/or other software combined, distributed or otherwise made commercially available with such Open Source Software or any associated Intellectual Property on a royalty free basis, except as would not reasonably be expected to have a Material Adverse Effect. The products described Company and its subsidiaries have taken all reasonable security measures to protect its rights in the Registration Statementconfidential information and trade secrets they own, the Pricing Disclosure Package including, without limitation, requiring each employee and the Prospectus as under development by the Company or consultant and any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byother person with access to trade secrets to execute a binding confidentiality agreement and, or exclusively licensed to, the Company or any subsidiary. To to the knowledge of the Company and its subsidiariesCompany, (A) there is no patent or published patent application in the U.S. or other jurisdiction that contains claims that materially interfere with the issued or pending claims of has not been any patent within the Company Intellectual Property; (B) there is no prior art that may render breach by any patent within the Company Intellectual Property invalid or any patent application within the Company Intellectual Property unpatentable; (C) there are no material defects in any of the patents or patent applications included in the Company Intellectual Property; and (D) the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications within the Company Intellectual Property party to such confidentiality agreements, except where such breach would not reasonably be expected to have been materially complied with, and in all foreign offices having similar requirements, such requirements have been materially complied witha Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Precigen, Inc.), Underwriting Agreement (Precigen, Inc.)