Common use of Transferred Intellectual Property Clause in Contracts

Transferred Intellectual Property. (a) The Seller owns, has the right to use, sell, license and dispose of, and has the right to bring actions for the infringement of, the Intellectual Property. (b) Prior to Closing Seller shall provide to the Acquiror a complete list of all Intellectual Property held by Seller; (c) There are no royalties, honoraria, fees or other payments payable to any Person or claimed by any Person by reason of the ownership, use, license, sale or disposition of the Intellectual Property or the manufacture or sale of the Products. (d) The Seller has not received from any Person in the past five (5) years any written notice, charge, complaint, claim or assertion that its activities or contemplated activities with respect to the Products infringe or would infringe any Intellectual Property Rights of any Person, and no such claim is impliedly threatened by an offer to license from another Person under a claim of use. (e) The Seller has not sent to any Person in the past five (5) years, or otherwise communicated to any Person, any written notice, charge, complaint, claim or other assertion of any present, impending or threatened infringement by or misappropriation of, or other conflict with, any Intellectual Property by such other Person. (f) The Seller has not licensed any of the Intellectual Property to any third Person, other than implied licenses granted by the Seller in connection with the sale of its products. (g) Other than the Intellectual Property already disclosed to the Acquiror, the Seller does not own or license any Intellectual Property Rights.