Transferred Intellectual Property. Seller owns, or is licensed or otherwise possesses the right to use all Seller’s intellectual property. The Seller’s intellectual property acquired by Buyer is all the intellectual property necessary to conduct the Business substantially as currently conducted by Seller in all material respects.
Transferred Intellectual Property. Except as otherwise contemplated by Section 8.02, from and after the Closing, none of Seller nor the Selling Affiliates shall make any filings with any Governmental Entity relating to the Transferred Intellectual Property, nor grant or attempt to grant any material options, licenses or agreements relating to the Transferred Intellectual Property.
Transferred Intellectual Property. (a) The Exhibits listing the Transferred Patents and the Transferred Trademarks are, to Aradigm’s knowledge, complete and accurate. With respect to Transferred Patents, those Transferred Patents that are Registered Patents are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and are not subject to any unpaid maintenance fees or taxes falling due within 90 days after the Closing Date. There are no proceedings or actions known to Aradigm before any court, tribunal (including the United States Patent and Trademark Office (the “PTO”) or equivalent authority anywhere in the world) related to any such Registered Patent.
Transferred Intellectual Property. (a) The Business Entities own, or are licensed or otherwise possess the right to use, all the Transferred Intellectual Property, and the Transferred Intellectual Property, together with the Excluded Intellectual Property, is all the intellectual property necessary to conduct the Business substantially as currently conducted by the Business Entities in all material respects.
Transferred Intellectual Property. Parent shall make no filings with any Governmental Entity relating to the Transferred Intellectual Property, nor grant or attempt to grant any material options, licenses or agreements relating to the Transferred Intellectual Property.
Transferred Intellectual Property. The domain names constituting a portion of the Transferred Intellectual Property have been duly registered with a duly accredited and appropriate domain name registrar and such registration remains in full force and effect as of the Closing Date. With regards to the Business and the Purchased Assets, there are no pending or, to Sellers’ knowledge, threatened claims by any Person or Governmental Authority of a violation, infringement, misuse or misappropriation by Sellers of any intellectual property owned by any third party, or of the invalidity of any registration of any domain name included in the Transferred Intellectual Property, nor, to Sellers’ knowledge, is there any valid basis for any such claims.
Transferred Intellectual Property. The Aesthetics Business Intellectual Property, specified on Exhibit 1.1(d) hereto and all reissues, re-examinations and extensions thereof, and all know-how and all invention records, including for example “enveloppe Sxxxxx” if applicable, created by internal and external personnel, and in the case of know-how and invention records, to the extent exclusively related to the Aesthetics Business regardless of whether proper protection has been sought or maintained (hereinafter the “Transferred Intellectual Property”);
Transferred Intellectual Property. Picasso and the Company shall have executed the Contribution Agreement, and Picasso shall have conveyed to the Company all of Picasso's right, title and interest in and to the Transferred Intellectual Property and the New Intellectual Property pursuant to the Assignment and Assumption Agreement.
Transferred Intellectual Property. (a) Section 1.1 of the Agreement is hereby amended by deleting the definitions of “Licensed Manufacturing IP” and “Manufacturing IP”.
Transferred Intellectual Property. For the avoidance of doubt, the Transferred Intellectual Property shall be assigned to Clorox U.S. or such other entity as Purchaser and Clorox Parent may agree prior to the Closing pursuant to Section 5.6(c) (the “Purchaser Transferee”).
