MATERIAL INTELLECTUAL PROPERTY RIGHTS Clause Samples

The Material Intellectual Property Rights clause defines the ownership, use, and protection of intellectual property (IP) related to materials created, provided, or used under an agreement. It typically specifies which party retains rights to pre-existing IP, how new IP developed during the relationship will be handled, and any licenses or permissions granted for use of such materials. This clause is essential for clarifying who controls valuable IP assets, preventing disputes over ownership, and ensuring both parties understand their rights and obligations regarding intellectual property.
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MATERIAL INTELLECTUAL PROPERTY RIGHTS. The Companies own, or lawfully use, all such patents, trade marks, copyrights, software, domain names, which are material to carrying on the Demedis Dental Business taken as a whole (herein after collectively referred to as "INTELLECTUAL PROPERTY RIGHTS"). Schedule 6.1.8 (a) contains a true and complete list of the Intellectual Property Rights (except for off the shelf standard software) of which the Companies are the legal owners indicating (i) the nature and the registered owner of the Intellectual Property Rights and (ii) if applicable, the jurisdiction in which such Intellectual Property Rights have been registered. Except as disclosed in Schedule 6.1.8 (a), the Companies are entitled to dispose freely of the Intellectual Property Rights, which are owned by the Companies. No other than the Intellectual Property Rights are necessary for the Demedis Dental Business to conduct its business as currently conducted. Except as listed in Schedule 6.1.8 (b), the Intellectual Property Rights are not subject to any pending or threatened proceedings for opposition or cancellation which may adversely affect the operation of the Demedis Dental Business taken as a whole nor, to Seller's Knowledge, being infringed by any third party. All fees necessary to maintain the Intellectual Property Rights have been paid, except for non-payments which will not have and can not reasonably be expected to have a Material Adverse Effect. To Seller's Knowledge, the Companies do not infringe any material intellectual property rights owned by a third party. The Companies either own and hold valid leases and/or licenses to all material computer hardware, software and other information technology ("IT"), which is currently used by the Companies to conduct their business as currently conducted. All material leases or licenses in respect of such IT are effective. Except as disclosed in Schedule 6.1.8 (c), since the Economic Transfer Date, there were no material interruptions, material data losses or material similar incidents attributable to the IT owned or used by the Companies, and which, in addition, had or are likely to have a Material Adverse Effect on the Demedis Dental Business. To Sellers' Knowledge, the IT has the capacity and performance necessary to conduct the business operations of the Companies as conducted on the Signing Date.
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MATERIAL INTELLECTUAL PROPERTY RIGHTS. 9.1.1 The LPR IP constitutes all material Intellectual Property Rights (and applications for such rights) which were owned by the Target, the Parent or any Vendor Group Company immediately prior to Completion and which primarily relate to the Business. 9.1.2 None of the Target, the Parent or any Vendor Group Company has received written notice to indicate that any of the LPR IP is being challenged or attacked by any third party or by any relevant registry and all fees due and payable in respect of the LPR IP have been paid.
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MATERIAL INTELLECTUAL PROPERTY RIGHTS. 7.8.1 The Target Group Companies hold free and unencumbered title to all registered intellectual property rights listed in Annex 7.8.1 (Part A) and are licensees of those registered intellectual property rights listed in Annex 7.8.1 (Part B) (together, the "MATERIAL INTELLECTUAL PROPERTY RIGHTS"). The Material Intellectual Property Rights include all the registered intellectual property rights which the Target Group Companies need to carry on the Target Group Companies' businesses as currently conducted. To Sellers Knowledge, the Material Intellectual Property Rights owned by the Target Group Companies have been duly maintained in all material respects and there are no challenges thereto by any third party (including, without limitation, registration authorities) which have a Material Adverse Effect. To the Seller's Knowledge, none of such Material Intellectual Property Rights has been infringed or violated by any third party where such infringement has a Material Adverse Effect. To the Seller's Knowledge, and excluding the IP License Agreements, no exclusive licenses of any Material Intellectual Property Rights owned by the Target Companies have been granted to any third party (other than customers, developers or similar partners in the ordinary course of business). 7.8.2 To Seller's Knowledge, none of the Target Companies has infringed or violated or currently infringes or violates in its respective business operations any intellectual property rights of third parties in such a manner as to have a Material Adverse Effect. 7.8.3 To Seller's Knowledge, the Target Group Companies in Germany have each exercised all rights under the German Act on Employee Inventions (Arbeitnehmererfindungsgesetz) or similar legislation in other jurisdictions. 7.8.4 The Target Companies own, or have acquired a valid right or license to use, all servers, material network components and material software (excluding for the avoidance of doubt hardware which is available "off the shelf", peripherals or "shrink-wrap"-type software) on which significant core business processes are operated (including ERP and CAD) (hereinafter collectively referred to as the "INFORMATION TECHNOLOGY") and which the Target Group Companies need in order to carry on their businesses as presently conducted. ▇▇▇▇▇▇-Standard Project Falcon / SPA 09 June 2007 7.8.5 To the Seller's Knowledge, the Target Group Companies have access to and are able to use without any restriction all know-how which the Target Gr...
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MATERIAL INTELLECTUAL PROPERTY RIGHTS. Under the Contribution Agreement, Seller
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MATERIAL INTELLECTUAL PROPERTY RIGHTS. The Companies own and to the Best Knowledge of Sellers, lawfully use all such patents, design models, and trade marks which are material to carry on the German Business, or the Dutch Business, or the US Business or the Japanese Business, each as conducted as of the Signing Date and each taken as a whole (except for licenses of, and similar rights in, application software) (herein collectively "Material Intellectual Property Rights"). Schedule 7.1.7 contains a true and complete list of all Material Intellectual Property Rights owned and/or used by the Business indicating (i) the nature and owner of the Material Intellectual Property Rights and (ii) if applicable, the jurisdiction in which such Material Intellectual Property Rights have been registered and registration information.
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MATERIAL INTELLECTUAL PROPERTY RIGHTS. 25 Merger........................................................................1
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Related to MATERIAL INTELLECTUAL PROPERTY RIGHTS

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect 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 actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology 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, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to ▇▇▇▇▇’▇ prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, ▇▇▇▇▇’▇ right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at ▇▇▇▇▇’▇ sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding ▇▇▇▇▇’▇ control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Industrial or Intellectual Property Rights The Borrower shall ensure that all Goods and Works procured (including without limitation all computer hardware, software and systems, whether separately procured or incorporated within other goods and services procured) do not violate or infringe any industrial property or intellectual property right or claim of any third party.