Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Calithera Biosciences, Inc.), Open Market Sale Agreement (Calithera Biosciences, Inc.), Open Market Sale Agreement (Calithera Biosciences, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), ) except where to the extent that the failure to so own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or acquire could not reasonably be expect to have in the aggregate, result in a Material Adverse Change. Except as The conduct of their respective businesses does not and will not infringe, misappropriate or otherwise disclosed conflict in any respect with any such rights of others except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the Registration Statement or the Prospectusaggregate, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have result in a Material Adverse Change. 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. To the Company’s 's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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. 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 included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons except to the U.S. Patent and Trademark Officeextent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. The product candidates described in the Registration Statement 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.
Appears in 3 contracts
Samples: Urban One, Inc., Urban One, Inc., Urban One, Inc.
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for (A) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariessubsidiaries and (B) Intellectual Property that has been out-licensed to a third party as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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. 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 included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 3 contracts
Samples: Underwriting Agreement (Viridian Therapeutics, Inc.\DE), Underwriting Agreement (Viridian Therapeutics, Inc.\DE), Underwriting Agreement (Viridian Therapeutics, Inc.\DE)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court granted to any third party any rights or licenses under the Intellectual Property other than non-exclusive licenses granted in the ordinary course of competent jurisdiction to be invalid or unenforceablebusiness. Except as disclosed in the Registration Statement, in whole or in part, the Time of Sale Prospectus and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationProspectus, there are no liens or security interests in the Intellectual Property. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property and the Company is unaware of the occurrence of any event that with notice or the passage of time would constitute infringement of any Intellectual Property; and (ii) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no infringement by the Company or its subsidiaries of any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others and the Company is unaware of the occurrence of any event that with notice or the passage of time would constitute infringement. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus 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 rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. No Intellectual Property has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligations binding on the Company or in violation of any contractual rights of the Company’s knowledgeemployees. Except as disclosed in the Registration Statement, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by Time of Sale Prospectus and the Company unpatentable which has not been disclosed to Prospectus, the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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 Company’s knowledge, (x) all patent applications and patents within the Intellectual Property have been diligently prosecuted and no person having a duty of candor to the United States Patent Office with respect to the prosecution of such patent applications and patents has breached such duty, and (y) there is no material defect in such prosecution that would preclude the issuance of patents with respect to such patent applications or that would render any such issued patents invalid or unenforceable.
Appears in 3 contracts
Samples: Underwriting Agreement (TherapeuticsMD, Inc.), Underwriting Agreement (TherapeuticsMD, Inc.), Underwriting Agreement (TherapeuticsMD, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and (ii) the Company owns, or which are has obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses its business as currently conducted or as described in currently proposed to be conducted (the Registration Statement and the Prospectus (collectively, “Necessary Intellectual Property”), except where the failure to so own, failure to possess a license or otherwise hold or to, inability to acquire could any such Necessary Intellectual Property would not reasonably be expect expected to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 adjudicationEffect. To the Company’s knowledge: (iA) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more and except as disclosed in the Registration Statement, the Time of its subsidiariesSale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual PropertyProperty that would reasonably be expected to have a Material Adverse Effect. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B2) challenging the validity, enforceability or scope of any granted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; or (C3) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product conducting its business as currently conducted or service as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under developmentProspectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name, copyright, trade secret name or other proprietary rights copyright of others, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed. To The Company has complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has except where failure to comply would not been disclosed reasonably be expected to the U.S. Patent have a Material Adverse Effect, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.
Appears in 3 contracts
Samples: Underwriting Agreement (Five Prime Therapeutics Inc), Underwriting Agreement (Five Prime Therapeutics Inc), Underwriting Agreement (Five Prime Therapeutics Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownhave obtained, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, for the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus, and the Prospectus as being owned or licensed by them or which and that are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Company Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: , the conduct of its and its subsidiaries respective businesses does not and will not conflict in any material respect with any intellectual property right of another. To the Company’s knowledge, (i) there are no third parties who have rights to any Company Intellectual PropertyProperty described in the Registration Statement, the Time of Sale Prospectus, 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 Company Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Company Intellectual PropertyProperty described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ai) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Cii) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus, or the Prospectus as under development, infringe infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret secret, or other proprietary rights right of othersanother, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding proceeding, or claim. To the Company’s knowledge, there (i) no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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; (ii) the duty of candor and good faith as required by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. United States Patent and Trademark OfficeOffice during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, all such requirements have been complied with. The Company and its subsidiaries have complied with the 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. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus, 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.
Appears in 3 contracts
Samples: Underwriting Agreement (Sierra Oncology, Inc.), Underwriting Agreement (Sierra Oncology, Inc.), Underwriting Agreement (Sierra Oncology, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as exclusively licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as otherwise disclosed in 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 rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To The Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement 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 subsidiaryCompany.
Appears in 3 contracts
Samples: Sales Agreement (Dicerna Pharmaceuticals Inc), Common Stock (Dicerna Pharmaceuticals Inc), Sales Agreement (Dicerna Pharmaceuticals Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company and its subsidiaries the Material Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventionsuse all foreign and domestic patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service copyrights, licenses, inventions, trade secrets, technology, Internet domain names, copyrights, trade secrets know- how and other intellectual property described in (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted as described in except to the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where extent that the failure to so own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or acquire could not reasonably be expect to in the aggregate, have a Material Adverse ChangeEffect. Except as otherwise disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, neither the Time of Sale Prospectus and the Prospectuses (a) there are no rights of third parties to any such Intellectual Property owned by the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To Material Subsidiaries; (b) to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any such Intellectual Property. There ; (c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s and the Material Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Bd) challenging there is no pending or, to the validityCompany’s knowledge, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property; (e) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (C) asserting claim by others that the Company or any of its subsidiaries infringes and the Material Subsidiaries infringe or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violate any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To ; (f) to the Company’s knowledge, there is no prior art that may render any third-party U.S. patent held by the Company invalid or any published U.S. patent application held by the Company unpatentable which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has not been disclosed to the U.S. Patent and Trademark Office. The product candidates commenced against any patent or patent application described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus Prospectuses, as under development being owned by or licensed to the Company; and (g) the Company and the Material Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Material Subsidiary, and all such agreements are in full force and effect, except, in the case of any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byclauses (a)-(g) above, or exclusively licensed to, the Company for any such infringement by third parties or any subsidiarysuch pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (GREAT PANTHER MINING LTD), Underwriting Agreement (Great Panther Silver LTD), Underwriting Agreement (Great Panther Silver LTD)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own(i) MTI owns, or have obtained valid and enforceable licenses for, is licensed or otherwise have possesses legally enforceable and sufficient rights to useuse the Intellectual Property Rights. Schedule 3.1(r)(i) lists all current and past (lapsed, expired, abandoned or can acquire on reasonable terms, the inventions, patent applications, cancelled) patents, trademarks, trade names, service names, registered and material unregistered copyrights, trade secrets marks, service marks, trade names and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which any applications therefor that are necessary for the conduct of their the Fuel Cell Business and specifies the jurisdictions in which each such Intellectual Property Right has been issued or registered or in which an application for such issuance and registration has been filed, including the respective businesses as currently conducted as described registration or application numbers and the names of all registered owners. Schedule 3.1(r)(i) lists (1) any requests MTI has received to make any registration of the type referred to in the Registration Statement immediately preceding sentence, including the identity of the requestor and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction item requested to be invalid or unenforceable, in whole or in partso registered, and the Company jurisdiction for which such request has been made; (2) all licenses, sublicenses and other agreements (written or oral) as to which MTI is unaware of a party and pursuant to which any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights person is authorized to use any Intellectual PropertyProperty Right, except for customary reversionary rights or any trade secret material of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Fuel Cell Business, and includes the identity of all parties thereof, a description of the nature and subject matter thereof, the applicable royalty and the Prospectus as licensed to the Company or one or more of its subsidiariesterm thereof; and (ii3) there all licenses, sublicenses, and other agreements (written or oral) as to which MTI is no infringement by third parties of a party and pursuant to which MTI is authorized to use any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s intellectual property rights in MTI's conduct of the Fuel Cell Business ("Third Party Intellectual Property Rights"),or other trade secret of a third party in or as to any Intellectual Propertyproduct, and includes the Company is unaware identity of any facts which would form all parties thereto, a reasonable basis for any such actiondescription of the nature and subject matter thereof, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, applicable royalty and the Company term thereof. MTI is unaware of not party to any facts which oral license, sublicense or agreement which, if reduced to written form, would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described be required to be listed in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiarySchedule 3.1(r)(i).
Appears in 3 contracts
Samples: Contribution Agreement (Mechanical Technology Inc), Contribution Agreement (Mechanical Technology Inc), Contribution Agreement (Mechanical Technology Inc)
Intellectual Property Rights. Except 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 mxxx 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 otherwise disclosed currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, except as described in the Registration Statement or the Prospectus, no action or use by the Company and or any of its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are Subsidiaries necessary for the conduct of their respective businesses its business as currently conducted carried on and as described in the Registration Statement and the Prospectus (collectivelywill involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changesimilar fees for, any Intellectual Property Rights of others. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiaries has received, or has any reason to believe that it will receive, received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.34, 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 2.34, 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or aggregate, together with any other claims in this Section 2.34, reasonably be expected to result in a Material Adverse Change; and (E) to the Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been patented or included in a patent application filed by the Company has been kept confidential, or disclosed in the ordinary course of business subject to a confidentiality agreement. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development 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 subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 3 contracts
Samples: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries the Subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement Statement, the Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described businesses, except where the failure to own, license or have such rights would not, individually or in the Registration Statement and the Prospectus aggregate, result in a Material Adverse Effect (collectively, “Intellectual Property”), ; except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed described in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of othersStatement, the effect of which would have a Material Adverse Change. 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, Disclosure Package and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. There ; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 claim by others that the Company or any of its subsidiaries the Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would could form a reasonable basis for any such actionclaim; (v) to the Company’s knowledge, suit, proceeding there is no patent or claim. To patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge, there is no prior art that may render any U.S. patent held owned by the Company invalid or invalid, nor is there any U.S. prior art known to the Company that may render any patent application held owned by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiaryunpatentable.
Appears in 3 contracts
Samples: Underwriting Agreement (Hq Sustainable Maritime Industries, Inc.), Underwriting Agreement (Hq Sustainable Maritime Industries, Inc.), Underwriting Agreement (China Green Agriculture, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conducted or as described currently proposed to be conducted in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”), except where . None of the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any such adjudicationissued patent within the Intellectual Property is invalid or unenforceable. To the Company’s knowledge, and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as disclosed in the Registration Statements, the Time of Sale Prospectus 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 rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To 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, there is no prior art that may render upon any U.S. patent held by officers, directors or employees of the Company, and the Company invalid is not aware of any facts that would form a reasonable basis for a successful challenge that any of its employees are in or have ever 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 U.S. patent application held by the Company unpatentable which has restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign intellectual property to an employer, or obligation not been disclosed to the U.S. Patent and Trademark Officeuse third-party intellectual property or other proprietary rights of a third party. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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 subsidiaryCompany.
Appears in 3 contracts
Samples: Underwriting Agreement (Collegium Pharmaceutical, Inc), Underwriting Agreement (Collegium Pharmaceutical, Inc), Underwriting Agreement (Collegium Pharmaceutical, Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the (i) The Company and each of its subsidiaries own, Subsidiaries owns or have obtained possesses or has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesxxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them or which are and necessary for the conduct of their respective businesses the business of the Company and its Subsidiaries as currently conducted 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 (collectivelywill involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changesimilar fees for, any Intellectual Property Rights of others. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiaries has received, or has any reason to believe that it will receive, received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 2.33, 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development 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 subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 3 contracts
Samples: Underwriting Agreement (Kubient, Inc.), Underwriting Agreement (Adial Pharmaceuticals, Inc.), Underwriting Agreement (Adial Pharmaceuticals, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), ) except where to the extent that the failure to so own, possess, license or otherwise hold or acquire could sufficient rights to use such Intellectual Property would not reasonably be expect to expected to, individually or in the aggregate, have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge, except as disclosed in the Registration Statement or the Prospectus: (i) there are no third parties who have rights to any Intellectual Property, except for (A) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, or (B) licenses granted in the ordinary course of business to third parties, or that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except as disclosed in the Registration Statement or the Prospectus. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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. 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 included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement 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.
Appears in 2 contracts
Samples: Open Market Sale (Yumanity Therapeutics, Inc.), Yumanity Therapeutics, Inc.
Intellectual Property Rights. Except as otherwise disclosed in To the Registration Statement or the ProspectusCompany’s knowledge, each of the Company and its subsidiaries ownthe Company Subsidiaries owns, or have obtained has the right to use pursuant to a valid and enforceable licenses forwritten license or has from the public domain, or otherwise have free and clear of any Liens, Intellectual Property sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses its business as currently conducted as described conducted. All owned Intellectual Property that is registered with or issued by a Governmental Entity is currently in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property name of the Company has not been adjudged or one of the Company Subsidiaries and, to the Company’s knowledge, any such registrations that have issued are valid and enforceable. Other than ex parte examinations in the course of patent prosecution, there is no pending or, to the Company’s knowledge, threatened action, suit, other proceeding or claim by a court any Person challenging or contesting (i) the validity, ownership or enforceability of competent jurisdiction any Intellectual Property owned by the Company or any of the Company Subsidiaries, (ii) the use of any Intellectual Property by the Company or the Company Subsidiaries, or (iii) any other rights of the Company or the Company Subsidiaries in or to be invalid or unenforceable, in whole or in partany such Intellectual Property, and none of the Company is unaware or any of the Company Subsidiaries has received any facts which would form a reasonable basis for written notice regarding any such adjudicationaction, suit, other proceeding or claim. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights the conduct of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement business of the Company has not, and the Prospectus as licensed to none of the Company or one any of the Company Subsidiaries has, infringed, misappropriated or more of its subsidiaries; and (ii) there otherwise violated, or is no infringement by third parties infringing, misappropriating or otherwise violating, any Intellectual Property of any Intellectual PropertyPerson. There is no pending or, to the Company’s knowledge, threatened action, suit, other proceeding or claim by others: (A) challenging any Person alleging that the Company’s rights in Company or to any of the Company Subsidiaries has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or violating, or otherwise using without authorization, any Intellectual PropertyProperty of any Person that is, or would reasonably be expected to be, material to the Company and its subsidiaries, taken as a whole, and none of the Company is unaware or any of the Company Subsidiaries has received any facts which would form a reasonable basis for written notice regarding, any such action, suit, other proceeding or claim; (B) challenging the validityclaim that is, enforceability or scope of any Intellectual Propertywould reasonably be expected to be, and material to the Company is unaware of any facts which would form and its subsidiaries, taken as a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiarywhole.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Pixelworks, Inc), Securities Purchase Agreement (Pixelworks, Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, know how (including unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are material to and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”)) and, to the Company’s knowledge, the conduct of the Company’s and its subsidiaries respective businesses currently does not and except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement and the Prospectus will not, upon the commercialization of any product or the Prospectusservice as currently proposed to be conducted, neither the Company nor infringe in any material respect with any intellectual property right of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Changeanother. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for (A) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and (B) rights of third-party licensors with respect to such Intellectual Property, the material terms of which rights are disclosed in the Registration Statement and the Prospectus; and (ii) there is no infringement by third parties of any Intellectual PropertyProperty owned by or exclusively licensed to the Company or any of its subsidiaries. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by othersanother: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersanother, 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 complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects of form or procedural defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the knowledge of the Company no employee of the Company is no prior art that may render in or has been in violation in any U.S. material respect of any term of any employment contract, patent held 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. 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 included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation in any material respect of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons in any material respect. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Sales Agreement (Morphic Holding, Inc.), Morphic Holding, Inc.
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusSEC Reports, the Company and its subsidiaries Subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus SEC Reports as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”)) and the conduct of their respective businesses does not and will not infringe, except where the failure to so own, license misappropriate or otherwise hold conflict in any material respect with any such rights of others. To the Company’s Knowledge, the operation of the business of the Company, as now conducted or acquire could as proposed to be conducted in the SEC Reports, together with the Company’s use of the Company’s Intellectual Property, does not reasonably be expect to have a Material Adverse Changeconflict with, infringe, misappropriate or otherwise violate the Intellectual Property of any third party. Except as otherwise disclosed in the Registration Statement SEC Reports, no actions, suits, claims or proceedings have been asserted, or, to the ProspectusCompany’s Knowledge, neither threatened against the Company nor alleging any of its subsidiaries the foregoing or seeking to challenge, deny or restrict the operation of the business of the Company and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the SEC Reports, the Company has received, or has any reason to believe that it will receive, not received any notice of infringement a claim of infringement, misappropriation or conflict with asserted Intellectual Property rights of others, except for such claims that would not, individually or the effect of which would in aggregate, be reasonably expected to have a Material Adverse ChangeEffect. The Except as disclosed in the SEC Reports, the Intellectual Property of rights owned by the Company has and, to the Company’s Knowledge, any Intellectual Property rights licensed to the Company have not been adjudged by a court of competent jurisdiction to be 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 adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Propertychallenge, except for customary reversionary rights of third-such actions, suits, proceedings, or claims that would not, individually or the in aggregate, be reasonably expected to have a Material Adverse Effect. Except as otherwise disclosed in the SEC Reports, the Company is not a party licensors to or bound by any options, licenses or agreements with respect to the Intellectual Property rights of any other person or entity that is disclosed are required to be set forth in the Registration Statement and SEC Reports. None of the Prospectus as licensed to technology or intellectual property used by the Company in its business has been obtained or one or more of its subsidiaries; and (ii) there is no infringement being used by third parties the Company in violation of any Intellectual Property. There is no pending contractual obligation binding on the Company or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes officers, directors or employees or otherwise violates, or would, upon in violation of the commercialization rights of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiarypersons.
Appears in 2 contracts
Samples: Form of Securities Purchase Agreement (Viridian Therapeutics, Inc.\DE), Securities Purchase Agreement (Viridian Therapeutics, Inc.\DE)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which which, to the Company’s knowledge, are necessary for the conduct of their respective businesses as currently conducted or as described currently proposed to be conducted in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except (A) for a security interest in favor of BPCR Limited Partnership, (B) the licenses of Intellectual Property to Inexia Limited and Currax Pharmaceuticals LLC disclosed or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (C) for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) the Company is not infringing the intellectual property rights of third parties; (iv) the Company is the sole owner of the Intellectual Property owned by it, except for a security interest in favor of BPCR Limited Partnership, and has the valid right to use the Intellectual Property; (v) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vi) the duties of candor and good faith required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; and (vii) 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others, that would reasonably be expected to have a Material Adverse Effect on the Company: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and the Company is unaware of any facts which would form a reasonable basis for any all such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent agreements are in full force and Trademark Officeeffect. The product candidates described or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 2 contracts
Samples: Underwriting Agreement (OptiNose, Inc.), Underwriting Agreement (OptiNose, Inc.)
Intellectual Property Rights. Except as otherwise disclosed set forth in the Registration Statement or Disclosure Package and the ProspectusProspectus and except as would not have a Material Adverse Effect, to the knowledge of the Company, the Company and its subsidiaries own(i) owns, possesses, licenses or have obtained valid and enforceable licenses for, or otherwise have sufficient has other rights to useuse all patents, or can acquire on reasonable terms, the inventionspatent rights, patent applications, patentstrade and service marks, trademarkstrade and service mxxx registrations, trade names, service namesinventions, copyrights, know-how (including trade secrets and other intellectual property described in unpatented and/or unpatentable proprietary or confidential information) (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses the Company’s business as currently now conducted or as described proposed in the Registration Statement Disclosure Package and the Prospectus to be conducted and (collectivelyii) has no reason to believe that the conduct of the Company’s business, “Intellectual Property”)as now conducted or as proposed in the Disclosure Package and the Prospectus to be conducted, does or will conflict with, and has not received any notice of any claim of conflict with, any such right of others. To the knowledge of the Company, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. Except as set forth in the Disclosure Package and the Prospectus, and except where the failure to so own, license or otherwise hold or acquire could as would not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in Effect, to the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property knowledge 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iia) there is no material infringement by third parties of any such Intellectual Property. There Property owned by or in the field exclusively licensed to the Company; (b) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any material Intellectual Property, and the Company is unaware of any facts which would form a an objectively reasonable basis for any such claim; and (c) there is no pending or threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a an objectively reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Archemix Corp.), Underwriting Agreement (Archemix Corp.)
Intellectual Property Rights. Except as otherwise disclosed in Schedule 5.18 lists the Registration Statement or the Prospectusdomestic and foreign trade names, the Company trademarks, service marks, trademark registrations and its subsidiaries ownapplications, or have obtained valid service mark xxxistrations and enforceable licenses forapplications, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionspatents, patent applications, patentspatent licenses, trademarks, trade names, service names, copyrights, trade secrets software licenses and other intellectual property described copyright registrations and applications owned by the Company or used thereby in the Registration Statement operation of its business (collectively, the "Intellectual Property"), which Schedule indicates (i) the term and exclusivity of its rights with respect to the Prospectus as being Intellectual Property and (ii) whether each item of Intellectual Property is owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in Company, and if licensed, the Registration Statement licensor and the Prospectus (collectivelylicense fees therefor. Unless otherwise indicated on Schedule 5.18, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction the right to be invalid or unenforceable, in whole or in part, use and license the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware consummation of the transactions contemplated hereby will not result in the loss or material impairment of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging rights of the validity, enforceability or scope of any Company in the Intellectual Property. Each item constituting part of the Intellectual Property has been, to the extent indicated on Schedule 5.18, registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entity, domestic or foreign, as is indicated on Schedule 5.18; all such registrations, filings and issuances remain in full force and effect; and all fees and other charges with respect thereto are current. Except as stated on Schedule 5.18, there are no pending proceedings or adverse claims made or, to the best knowledge of the Company and the Shareholders, threatened against the Company with respect to the Intellectual Property; there has been no litigation commenced or threatened in writing within the past five (5) years with respect to the Intellectual Property or the rights of the Company therein; and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or and the Shareholders have no knowledge that (Ci) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Intellectual Property or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held use thereof by the Company invalid conflicts with any trade names, trademarks, service marks, trademark or service mark xxxistrations or applications, patents, patent applications, patent licenses or copyright registrations or applications of others ("Third Party Intellectual Property"), or (ii) such Third Party Intellectual Property or its use by others or any U.S. patent application held other conduct of a third party conflicts with or infringes upon the Intellectual Property or its use by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiaryCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fyi Inc), Employment Agreement (Fyi Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or otherwise have sufficient other adequate rights to use, or can acquire on reasonable terms, the inventionsall material patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses the Company’s and each of its Subsidiary’s business as currently now conducted as described in the Registration Statement and the Prospectus (collectively, the “Intellectual Property”), except where to the extent such failure to so own, license possess or otherwise hold or acquire could have other rights to use such Intellectual Property would not reasonably be expect to have result in a Material Adverse ChangeEffect. Except as otherwise disclosed set forth in the Registration Statement or Disclosure Package and the Prospectus, neither : (a) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company nor or its Subsidiaries; (b) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property owned by or exclusively licensed to the Company or its Subsidiaries; (c) the Company is not aware of any defects in the preparation and filing of any of material patent applications, as listed in Exhibit E, within the Intellectual Property; (d) to the knowledge of the Company, the material patent applications, as listed in Exhibit E, within the Intellectual Property are being prosecuted so as to avoid the abandonment thereof; (e) to the knowledge of the Company, the material patents, as listed in Exhibit E, within the Intellectual Property are being maintained and the required maintenance fees (if any) are being paid; (f) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries has received, Subsidiaries’ rights in or has to any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 partProperty, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: claim; (ig) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope or enforceability of any such Intellectual Property, and the Company is and its Subsidiaries are unaware of any facts which would form a reasonable basis for any such claim; and (h) there is no pending, or to the knowledge of the Company, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 claim by others that the Company Company’s or any of its subsidiaries Subsidiaries’ business as now conducted infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its Subsidiaries are unaware of any facts other fact which would form a reasonable basis for any such action, suit, proceeding or claim. To the knowledge of the Company, no opposition filings or invalidation filings have been submitted which have not been finally resolved in connection with any of the Company’s knowledge, there is no prior art that may render patents and patent applications in any U.S. patent held by jurisdiction where the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 byapplied for, or exclusively licensed toreceived, the Company or any subsidiarya patent.
Appears in 2 contracts
Samples: Underwriting Agreement (Agenus Inc), Underwriting Agreement (Agenus Inc)
Intellectual Property Rights. (i) Except as otherwise disclosed in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, (i) owns or have obtained valid and enforceable licenses for, or otherwise have sufficient rights possesses the right to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, domain names, trade names, trademark registrations, service namesxxxx registrations, copyrights, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned unpatented and/or unpatentable proprietary or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus procedures) (collectively, “Intellectual Property”), except where ) necessary for the failure conduct of its business substantially as presently conducted and as currently proposed to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except conducted as otherwise disclosed described in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries and (ii) has received, or has any no reason to believe that it the conduct of its business does or will receive, conflict with any Intellectual Property of any third party in any material respect; and neither Company Party has received any notice of infringement or any claim of material conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The any such 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 adjudicationothers. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement all material technical information developed by and the Prospectus as licensed belonging to the Company or one or more of its subsidiaries; and (ii) Parties that has not been patented has been kept confidential. To the Company’s knowledge, there is no infringement infringement, misappropriation, or other violation by third parties of any such Intellectual Property. There ; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s Company Parties’ rights in or to any such Intellectual Property, and the Company is are unaware of any facts which that would form a reasonable basis for any such claim; and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validityclaim by others that a Company Party infringes, enforceability or scope of any Intellectual Propertymisappropriates, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is are unaware of any facts which other fact that would form a reasonable basis for any such action, suit, proceeding or claim. To Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (x) no Company Party has granted, licensed or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products of the Company Parties or those products or product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) to the Company’s knowledge, there is are no prior art that may render any U.S. patent held by the Company invalid rights of third parties, including liens, security interests or any U.S. patent application held by the Company unpatentable which has not been disclosed other encumbrances, to the U.S. Patent and Trademark Office. The product candidates Intellectual Property necessary for the conduct of its business substantially as presently conducted or as currently proposed to be conducted as described in the Registration Statement 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 subsidiaryProspectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Adial Pharmaceuticals, Inc.), Underwriting Agreement (ADial Pharmaceuticals, L.L.C.)
Intellectual Property Rights. Except as otherwise disclosed set forth in the Registration Statement or Disclosure Package and the Prospectus, the Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or otherwise have possess the right to use sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service namespatent rights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus similar rights (collectively, “Intellectual PropertyProperty Rights”)) as are necessary or material (i) to conduct their businesses as now conducted, except where (ii) in connection with the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changecommercialization of the drug candidates described in the Prospectus as being under development by the Company independently and (iii) in connection with the development of the drug candidates described in the Prospectus as being under development by the Company in collaboration with third parties. Except as otherwise disclosed set forth in the Registration Statement or Disclosure Package and the Prospectus, neither (a) there is no pending or, to the Company nor any of its subsidiaries has receivedCompany’s knowledge, threatened action, suit, proceeding, or has claim by others challenging the Company’s rights in or to any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim; (b) 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 of others, and the Company is unaware of any other facts which would form a reasonable basis for any such claim; (ic) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding proceeding, or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual Property, Property Rights owned by the Company and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (Bd) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To to the Company’s knowledge, the operation of Company’s business as now conducted and in connection with the development and commercialization of the drug candidates described in the Prospectus, as being under development by the Company (either independently or in collaboration with third parties), does not infringe any claim of any patent or published patent application; (e) there is no prior art of which the Company is aware that may render any U.S. patent held owned or licensed by the Company invalid or any U.S. patent application held owned or licensed by the Company unpatentable which has not been disclosed to the U.S. Patent applicable government patent office; and Trademark Office(f) the patents, trademarks, and copyrights granted or issued to the Company have been duly maintained and are in full force and in effect, and none of such patents, trademarks and copyrights have been adjudged invalid or unenforceable in whole or in part. The product candidates described 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 Prospectus 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 subsidiaryare not described therein in all material respects.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)
Intellectual Property Rights. Except as otherwise disclosed in To the Registration Statement or the ProspectusCompany’s knowledge, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where and, to the failure to so ownCompany’s knowledge, license the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and such Intellectual Property is owned by the Company or its affiliates free and clear of all material liens, security interests, or encumbrances; and (ii) there is no infringement material infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole; and (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and the Company is unaware of any facts which would form a reasonable basis for any all such action, suit, proceeding or claimagreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, co-owned by, or exclusively licensed to the Company or its subsidiaries. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, consultants or independent contractors, and, to the Company’s knowledge, no employee, consultant, or independent contractor of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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, all patents and patent applications owned by, co-owned by, or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have are, to the knowledge of the Company, being diligently maintained except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, the duty of candor and good faith as required by the USPTO during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been 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 invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiaries in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Keros Therapeutics, Inc.), Underwriting Agreement (Keros Therapeutics, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could would not reasonably be expect expected to have a Material Adverse Change. Except as , and to the Company’s knowledge, the Company’s conduct of their respective businesses does not and will not infringe, misappropriate or otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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, except as would not reasonably be expected to have a Material Adverse Change. To the Company’s knowledge: (i) there are no third parties who have rights to any material Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except in each case as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there is are no prior art that may render material defects in any U.S. of the patents or patent held by applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, no employee of the Company invalid 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 U.S. patent application held by 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 would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. None of the Company unpatentable which has not been disclosed to the U.S. Patent owned material Intellectual Property or technology (including information technology and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development outsourced arrangements) employed by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents or patent applications owned by, or exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.
Appears in 2 contracts
Samples: GameStop Corp., GameStop Corp.
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and each of its subsidiaries own, Subsidiaries owns or have obtained possesses or has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them or which are and necessary for the conduct of their respective businesses the business of the Company and each of its Subsidiaries as currently conducted 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 (collectivelywill involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changesimilar fees for, any Intellectual Property Rights of others. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiaries has received, or has any reason to believe that it will receive, received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims referred to in this Section 2.33, 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 2.33, 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development 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 subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 2 contracts
Samples: Underwriting Agreement (GreenBox POS), Underwriting Agreement (GreenBox POS)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company owns or the Prospectus, the Company and its subsidiaries own, possesses or have obtained has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are similar rights (“Intellectual Property Rights”) necessary for the conduct of their respective businesses the business of the Company as currently conducted carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to result in a Material Adverse Change on the Company. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus (collectivelywould reasonably be expected to involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receivesimilar fees for, any Intellectual Property Rights of others. The Company has not received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The : (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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or and (CE) asserting that to the Company or any Company’s knowledge, no employee of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suit, proceeding or claimactions undertaken by the employee while employed with the Company. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development 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 subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 2 contracts
Samples: Underwriting Agreement (Yoshiharu Global Co.), Underwriting Agreement (Yoshiharu Global Co.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know how, trade secrets and other intellectual property (1) described in the Registration Statement and the Prospectus SEC Documents as being owned or licensed by them or (2) which are necessary for the conduct of their respective businesses as currently conducted or as described currently proposed in the Registration Statement and the Prospectus SEC Documents to be conducted (collectively, “Intellectual Property”), ) except in the case of clause (2) where the failure to so own, license or otherwise hold possess or acquire could such rights would not reasonably be expect expected, individually or in the aggregate, to have result in a Material Adverse Changematerial liability or the loss of a material benefit. Except as otherwise disclosed would not reasonably be expected, individually or in the Registration Statement aggregate, to result in a material liability or the Prospectusloss of a material benefit, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There To the Company’s knowledge, the conduct of the Company’s business as currently conducted and as proposed in the SEC Documents to be conducted does not and would not infringe, misappropriate or otherwise violate any third party’s Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability or the loss of a material benefit, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus SEC Documents as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To Except as would not reasonably be expected, individually or in the Company’s knowledgeaggregate, there is no prior art that may render any U.S. patent held by to result in a material liability or the loss of a material benefit, the Company invalid or any U.S. patent application held by and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company unpatentable which has not been disclosed to the U.S. Patent or its subsidiaries, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement and the Prospectus SEC Documents as under development by the Company or any its 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 such subsidiary.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Inhibrx, Inc.), Securities Purchase Agreement (Taysha Gene Therapies, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, domain names, copyrights, trade secrets secrets, know how, data, databases, software and other intellectual property and proprietary rights described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are used in or necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where and the failure to so ownCompany, license its subsidiaries and the conduct of their respective businesses have no, do not and will not infringe, misappropriate, violate or otherwise hold conflict in any material respect with any intellectual property or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property proprietary rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of owned by the Company and its subsidiaries (collectively, “Owned IP”) is valid, subsisting and enforceable and 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 Owned IP is owned solely by the Company and its subsidiaries free and clear of all liens, encumbrances and other similar restrictions. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement infringement, misappropriation or violation by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other intellectual property or proprietary rights of others, 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 materially complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there is are no prior art that may render material defects in any U.S. of the patents or patent held by applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of nondisclosure and invention assignment agreements with their employees and independent contractors engaged in the development of Intellectual Property for the Company invalid or any U.S. patent application held by and execution of nondisclosure agreements with employees and independent contractors that have access to trade secrets and other material confidential information of the Company unpatentable which has not been disclosed and its subsidiaries, and, to the U.S. Patent Company’s knowledge, there has been no unauthorized use or disclosure of any of the confidential Intellectual Property. None of the Intellectual Property or technology (including information technology and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development outsourced arrangements) used by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents or patent applications owned by, or exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.
Appears in 2 contracts
Samples: Argo Blockchain PLC, Argo Blockchain PLC
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the General Disclosure Package and the Prospectus as being owned or licensed by them or or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which are necessary for the conduct of their respective businesses as currently conducted or as described currently proposed to be conducted, except where the failure to so own or hold as would not reasonably be expected, individually or in the Registration Statement and the Prospectus aggregate, to have a Material Adverse Effect (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: , and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus as licensed to the Company or one or more any of its subsidiaries; , (ii) the Company is not obligated to grant an option or license to any third party in connection with any Intellectual Property owned by, or licensed to, the Company, and (iiiii) there is no infringement by third parties of any Intellectual Property, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or as otherwise 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 ownership of, or rights in or to to, any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted as of the date hereof, would reasonably be expected to succeed; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted as of the date hereof, would reasonably be expected to succeed; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the General Disclosure Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted as of the date hereof, would reasonably be expected to succeed. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any of its subsidiaries, and all such agreements are in full force and effect. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by except as disclosed in the Company invalid or any U.S. patent application held by Registration Statement, the Company unpatentable which has not been disclosed to General Disclosure Package and the U.S. Patent and Trademark Office. The Prospectus, the product candidates described in the Registration Statement Statement, the General Disclosure Package and the Prospectus as under development by the Company or any subsidiary of its subsidiaries 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 and included in the Intellectual Property. To the knowledge of the Company, all patents and patent applications owned by, or exclusively licensed to, the Company have been duly and properly filed and maintained except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, the parties prosecuting such patents and patent applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office, and the Company is not aware of any facts required to be disclosed to such office that were not disclosed to such office and, as such, which would preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued from such applications.
Appears in 2 contracts
Samples: Letter Agreement (Immunovant, Inc.), Letter Agreement (Immunovant, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (i) that are described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or (ii) except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), . To the Company’s knowledge and except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except (A) for Intellectual Property licensed pursuant to non-exclusive licenses or sublicenses, and (B) for retained rights and customary reversionary rights of third-party licensors with respect respect, in the cases of clauses (A) and (B) above, to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To Except as could not reasonably be expected to, individually or in the Company’s knowledgeaggregate, there is no prior art that may render any U.S. patent held by have a Material Adverse Effect, the Company invalid and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent subsidiary, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 2 contracts
Samples: Underwriting Agreement (uniQure B.V.), Underwriting Agreement (uniQure B.V.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries the Subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement Statement, the Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described businesses, except where the failure to own, license or have such rights would not, individually or in the Registration Statement and the Prospectus aggregate, result in a Material Adverse Effect (collectively, “Intellectual Property”), ; except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed described in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of othersStatement, the effect of which would have a Material Adverse Change. 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, Disclosure Package and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. There ; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 claim by others that the Company or any of its subsidiaries the Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim. To ; (v) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge and belief, there is no prior art that may render any U.S. patent held owned by the Company invalid or invalid, nor is there any U.S. prior art known to the Company that may render any patent application held owned by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiaryunpatentable.
Appears in 2 contracts
Samples: Underwriting Agreement (Parkervision Inc), Underwriting Agreement (Parkervision Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To The Company and its subsidiaries have complied with the Company’s knowledge, there is no prior art that may render any U.S. patent held by terms of each agreement pursuant to which Intellectual Property has been licensed to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent subsidiary, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Xeris Pharmaceuticals Inc), Underwriting Agreement (Xeris Pharmaceuticals Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and (ii) the Company owns, or which are has obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses its business as currently conducted or as described in currently proposed to be conducted (the Registration Statement and the Prospectus (collectively, “Necessary Intellectual Property”), except where the failure to so own, failure to possess a license or otherwise hold or to, inability to acquire could any such Necessary Intellectual Property would not reasonably be expect expected to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 adjudicationEffect. To the Company’s knowledge: (iA) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is are disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more and except as disclosed in the Registration Statement, the Time of its subsidiariesSale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual PropertyProperty that would reasonably be expected to have a Material Adverse Effect. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B2) challenging the validity, enforceability or scope of any granted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; or (C3) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product conducting its business as currently conducted or service as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under developmentProspectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name, copyright, trade secret name or other proprietary rights copyright of others, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed. To The Company has complied or will comply in due time with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has except where failure to comply would not been disclosed reasonably be expected to the U.S. Patent have a Material Adverse Effect, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Immune Design Corp.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries the Subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade namestradenames, service names, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses collective business as currently conducted or as currently proposed to be conducted (including the commercialization of products or services described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development), except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”), except where as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 partcreditors generally, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: general equitable principles; (iii) there are no third parties who have have, or, to the Company’s knowledge, will be able to establish, rights to use any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed owned by the Company, other than any co-owner of any patent or patent application constituting Intellectual Property who is listed as such on the records of the U.S. Patent and Trademark Office (the “PTO”), and, to the Company’s knowledge, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as disclose is licensed to the Company or one or more of its subsidiariesCompany; and (iiiii) to the Company’s knowledge, there is no infringement infringement, misappropriation or other violation by any third parties of any Intellectual Property. There ; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (v) the Company has not received any notice from, and there is no pending or, to the Company is unaware of any facts which would form a reasonable basis for any such Company’s knowledge, threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability or scope of any Intellectual Property; (vi) the Company has not received any notice from, and there is no pending or, to the Company is unaware of any facts which would form a reasonable basis for any such Company’s knowledge, threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company or any of its subsidiaries infringes the Subsidiaries infringe or otherwise violatesviolate, or would, upon the commercialization of any product or service described in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus as under development, infringe or violate, any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others; (vii) the Company and the Subsidiaries have complied in all material respects with the applicable terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or the Subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any all such action, suit, proceeding or claim. To agreements are in full force and effect; (viii) to the Company’s knowledge, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or as would not have a Material Adverse Effect, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property; (ix) there is no prior art of which the Company is aware that may to the Company’s knowledge would render any U.S. patent held by of the Company issued or pending claims of any of the Intellectual Property invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed otherwise unpatentable; (x) to the U.S. Patent and Trademark Office. The Company’s knowledge, the product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary the Subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or the Subsidiaries; (xi) all patents and patent applications owned by the Company have been duly and properly filed and maintained and the Company has complied and, to the Company’s knowledge, each of its licensors has complied with its duty of candor and disclosure to the PTO with respect to all patent applications owned or exclusively licensed by or to the Company and included in the Intellectual Property and filed with the PTO; (xii) the Company has taken commercially reasonable steps to secure its interest in the Intellectual Property, including, in the case of Intellectual Property that is owned by the Company, obtaining assignments from its employees, consultants and contractors pursuant to written agreements containing present tense assignments of all Intellectual Property created by such employees, consultants and contractors; (xiii) the Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all non-published Intellectual Property the value of which to the Company is contingent upon maintaining the confidentiality thereof, and no such Intellectual Property has been disclosed other than to employees, representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company, all of whom are bound by written obligations to maintain the confidentiality thereof; and (xiv) the Company is not a party to or bound by any subsidiaryoptions, 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 Time of Sale Prospectus and the Prospectus that are not so described therein.
Appears in 2 contracts
Samples: Underwriting Agreement (Concert Pharmaceuticals, Inc.), Underwriting Agreement (Concert Pharmaceuticals, Inc.)
Intellectual Property Rights. Except as All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by XXXX, individually or in conjunction with others, during XXXXx employment by CLORACKS (whether during business hours or otherwise disclosed in the Registration Statement and whether on CLORACKS's premises or the Prospectusotherwise) which relate to CLORACKS's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the Company and its subsidiaries ownidentity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or have obtained valid marketing and enforceable licenses formerchandising techniques, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade prospective names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”marks), except where the failure to so own, license and all writings or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor materials of any type embodying any of its subsidiaries has receivedsuch items, or has any reason shall be disclosed to believe CLORACKS and are and shall be the sole and exclusive property of CLORACKS. NON-COMPETE AGREEMENT, XXXX recognizes that it will receive, any notice the various items of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property Information are special and unique assets of the Company has not been adjudged by a court of competent jurisdiction company and need to be invalid protected from improper disclosure. In consideration of the disclosure of the Information to XXXX, XXXX agrees and covenants that for a period of 3 years following the termination of this Agreement, whether such termination is voluntary or unenforceableinvoluntary, XXXX will not directly 01* indirectly engage in whole any business competitive with CLORACKS. This covenant shall apply to the geographical area that includes all of the State of Nevada. Directly or indirectly engaging in partany competitive business includes, and the Company but is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledgenot limited to: (i) there engaging in a business as owner, partner, or agent, (ii) becoming an employee, rendering advice or offering services to <my third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or Employee of CLORACKS for the benefit of a third party that is engaged in such business. XXXX agrees that this non-compete provision will not adversely affect RAUL's livelihood. During the Employment Period, XXXX will devote XXXXx full-time efforts to the business of CLORACKS and will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of his duties under this Agreement. BENEFITS, XXXX shall be entitled to emplojmient benefits, including holidays, personal leave, sick leave, vacation, health insurance, disability insurance, life insurance and pension plan as provided by CLORACKS's policies in effect from time to time. CLORACKS CORPORATION in its sole discretion may, from time to time, award CLORACKS CORPORATION a bonus (the Bonus). CLORACKS CORPORATION in its sole discretion may, from time to time, award Xxxx Xxxxxxxx option to purchase shares of the Employers capital stock (the Stock). TERM/TERMINATION* RAUL's employment under this Agreement shall be for an unspecified term on an Mat will" basis. This Agreement may be terminated by CLORACKS upon "10 days" written notice written notice, and by XXXX upon "10 days" written notice written notice. If CLORACKS shall so terminate this Agreement, XXXX shall be entitled to compensation for 2 weeks beyond the termination date of such termination, unless XXXX is in violation of this Agreement. If XXXX is in violation of this Agreement, CLORACKS may terminate employment with cause without notice and with compensation to XXXX only to the date of such termination. As used in this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be RAUL's exclusive remedy. If RAUL's employment is terminated by CLORACKS without cause, XXXX shall continue to receive XXXXx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of 2 weeks from the effective date of termination (the "Severance Period"). The salary and fringe benefits to be paid are no third parties who have rights referred to herein as the "Termination Compensation." XXXX shall not be entitled to any Intellectual PropertyTermination Compensation unless: (i) XXXX complies with all surviving provisions of any non-competition agreement, except for customary reversionary rights of thirdnon-party licensors with respect to Intellectual Property solicitation agreement, confidentiality agreement or inventions assignment agreement that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; XXXX signed, and (ii) there is no infringement XXXX executes and delivers to CLORACKS after a notice of termination a release in form and substance acceptable to CLORACKS, by third parties which XXXX releases CLORACKS from any obligations and liabilities of any Intellectual Property. There is no pending ortype whatsoever under this Agreement, except for CLORACKS's obligations with respect to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual PropertyTermination Compensation, and the Company is unaware of any facts which would form a reasonable basis that release shall not affect RAUL's right to indemnification, if any, for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall actions taken within the scope of XXXXx employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the claims of one or more patents or patent applications owned bymutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for RAUL's release. If Xxxx Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Xxxx Xxxxxxxx to continue to perform Xxxx Mansuetos duties hereunder for the frill notice period, or exclusively licensed to(ii) terminate Xxxx Xxxxxxxx'x employment at any time during such notice period, the Company or provided that any subsidiarysuch termination shall not be deemed to be a termination without cause of Xxxx Xxxxxxxx'x employment by CLORACKS CORPORATION. Unless otherwise provided by this Section, all compensation and benefits paid by CLORACKS CORPORATION to Xxxx Xxxxxxxx shall cease upon his last day of employment.
Appears in 2 contracts
Samples: Executive Contractual Agreement (Cloracks Corp), Executive Contractual Agreement (Cloracks Corp)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, possess, and have all right, title, and interest in and to, free and clear of all liens and encumbrances, or (if disclosed to be licensed by the Company in the SEC Reports) have obtained the valid and enforceable licenses forright to use pursuant to a license, sublicense, agreement or otherwise have sufficient rights permission, all Intellectual Property disclosed to usebe owned, licensed or can acquire on reasonable terms, used by the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Company or its subsidiaries in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”)SEC Reports, except where the failure such failure(s) to so own, license possess or otherwise hold or acquire could have such rights as would not reasonably be expect to have expected to, individually or in the aggregate, result in a Material Adverse Change. Except as otherwise disclosed in Effect, and to the Registration Statement Company’s knowledge, there are no unreleased liens or the Prospectussecurity interests which have been filed, neither or which the Company nor has received notice of, against any of the patents owned by the Company. Furthermore, (A) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) to the Company’s knowledge, there is no pending or threatened, Action by others challenging the Company’s or any of its subsidiaries has receivedsubsidiaries’ rights in or to any such Intellectual Property, or has and to the Company’s knowledge, there are no facts which would form a reasonable basis for any reason such Action; (C) to believe that it will receivethe Company’s knowledge, any notice of infringement or conflict with asserted the Intellectual Property rights of othersowned by the Company and its subsidiaries, and the effect of which would have a Material Adverse Change. The Intellectual Property of licensed to the Company and its subsidiaries, 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened actionAction by others challenging the validity, suitenforceability or scope of any such Intellectual Property, proceeding or claim by others: (A) challenging and, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such action, suit, proceeding or claimAction; (BD) challenging to the validityCompany’s knowledge, enforceability there is no pending or scope threatened Action by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company is unaware nor any of its subsidiaries has received any written notice of such Action, and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such actionAction, suitexcept in each case for any Action as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, proceeding no employee of the Company or claim; any of its subsidiaries is 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 or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except such violation as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (C1) asserting to the Company’s knowledge, the Company and its subsidiaries have disclosed to the U.S. Patent and Trademark Office (USPTO) all information known to the Company to be relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and (2) to the Company’s knowledge, neither the Company nor any of its subsidiaries made any misrepresentation or concealed any information from the USPTO in any of the patents or patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37 C.F.R. Section 1.56. Except as would not reasonably be expected to have a Material Adverse Effect and to the Company’s knowledge, (x) there are no facts that are reasonably likely to provide a basis for a finding that the Company or any of its subsidiaries infringes does not have clear title to the patents or otherwise violates, patent applications owned or would, upon licensed to the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Company or other proprietary information rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development being owned by the Company or any subsidiary fall within of its subsidiaries, (y) no valid issued U.S. patent would be infringed by the scope activities of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any of its subsidiaries and (z) there are no facts with respect to any issued patent owned that would cause any claim of any such patent not to be valid and enforceable with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know- how.
Appears in 2 contracts
Samples: Subscription Agreement (Wrap Technologies, Inc.), Subscription Agreement (Wrap Technologies, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”)) and the conduct of their respective businesses does not and will not infringe, except where the failure to so own, license misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There With the exception of the U.S. Patent and Trademark Office’s and foreign governmental administrative agencies’ review of pending patent applications in connection with the prosecution of such applications in the ordinary course, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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. 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 included in the Intellectual Property have been complied with; and in all Canadian or foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement 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.
Appears in 2 contracts
Samples: Open Market Sale (ESSA Pharma Inc.), ESSA Pharma Inc.
Intellectual Property Rights. (i) Except as otherwise disclosed in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, (i) owns or have obtained valid and enforceable licenses for, or otherwise have sufficient rights possesses the right to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, domain names, trade names, trademark registrations, service namesxxxx registrations, copyrights, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned unpatented and/or unpatentable proprietary or licensed by them confidential information, systems or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus procedures) (collectively, “Intellectual Property”), except where ) necessary for the failure conduct of its business substantially as presently conducted and as currently proposed to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except conducted as otherwise disclosed described in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries (ii) has received, or has any no reason to believe that it the conduct of its business does or will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The any Intellectual Property of any third party in any material respect; and 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 received any notice of any facts which would form a reasonable basis for claim of material conflict with any such adjudicationIntellectual Property of others. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement all material technical information developed by and the Prospectus as licensed belonging to the Company or one or more of its subsidiaries; and (ii) that has not been patented has been kept confidential. To the Company’s knowledge, there is no infringement infringement, misappropriation, or other violation by third parties of any such Intellectual Property. There ; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which that would form a reasonable basis for any such claim; and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 claim by others that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which other fact that would form a reasonable basis for any such action, suit, proceeding or claim. To Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (x) the Company has not granted, licensed or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the current products of the Company or those products or product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) to the Company’s knowledge, there is are no prior art that may render any U.S. patent held by the Company invalid rights of third parties, including liens, security interests or any U.S. patent application held by the Company unpatentable which has not been disclosed other encumbrances, to the U.S. Patent and Trademark Office. The product candidates Intellectual Property necessary for the conduct of its business substantially as presently conducted or as currently proposed to be conducted as described in the Registration Statement 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 subsidiaryProspectus.
Appears in 2 contracts
Samples: Form of Underwriting Agreement (Jaguar Animal Health, Inc.), Form of Underwriting Agreement (Jaguar Animal Health, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where to the extent the failure to so ownown or possess adequate rights to such Intellectual Property, license individually or otherwise hold or acquire could in the aggregate, would not reasonably be expect expected to have result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries has receivedreceived any written notice that the conduct of their respective businesses infringes, misappropriates or has otherwise conflicts in any reason to believe that it will receive, material respect with any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s 's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; , and (ii) except as set forth in the Registration Statement and the Prospectus, there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except, in each case, where such action, suit, proceeding or claim would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except where the failure to comply would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. To the Company’s knowledge, there is are no prior art that may render material defects in any U.S. of the patents or patent held by applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality and invention assignment agreements with their employees, and, to the Company’s knowledge, no employee of the Company invalid 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 U.S. patent application held by restrictive covenant to or with a former employer where the Company unpatentable which has not been disclosed basis of such violation relates to such employee’s employment with the U.S. Patent and Trademark OfficeCompany. The product candidates described in the Registration Statement 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.
Appears in 2 contracts
Samples: Open Market Sale (Fuelcell Energy Inc), Open Market Sale (Fuelcell Energy Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or and the Prospectus, the Company and its subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire could obtain on commercially reasonable terms, the inventionsall foreign and domestic patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service copyrights, licenses, inventions, trade secrets, technology, Internet domain names, copyrights, trade secrets know-how and other intellectual property described in (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. Except as described disclosed in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no rights of third parties who have rights to any such Intellectual PropertyProperty owned by the Company and its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed licenses granted in the Registration Statement and ordinary course to third parties, or that could not, individually or in the Prospectus as licensed aggregate, reasonably be expected to the Company or one or more of its subsidiariesresult in a Material Adverse Change; and (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property. There ; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s and its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Biv) challenging there is no pending or, to the validityCompany’s knowledge, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (C) asserting claim by others that the Company or any of and its subsidiaries infringes infringe or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violate any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To ; (vi) to the Company’s knowledge, there is no prior art that may render any third-party U.S. patent held by the Company invalid or any published U.S. patent application held by which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the Company unpatentable which equivalent in any other jurisdiction, has not been disclosed to the U.S. Patent and Trademark Office. The product candidates commenced against any patent or patent application described in the Registration Statement and the Prospectus as under development being owned by or licensed to the Company; and (vii) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such subsidiary, and all such agreements are in full force and effect, except, in the case of any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byclauses (i)-(vii) above, or exclusively licensed to, the Company for any such infringement by third parties or any subsidiarysuch pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Sales Agreement (Vaxart, Inc.), Open Market Sale (Vaxart, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the (i) The Company and each of its subsidiaries own, Subsidiary owns or have obtained possesses or has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them or which are and necessary for the conduct of their respective businesses the business of the Company and its Subsidiary as currently conducted 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 Subsidiary necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus (collectivelywill involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changesimilar fees for, any Intellectual Property Rights of others. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiary has received, or has any reason to believe that it will receive, received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 2.33, 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development 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 subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 2 contracts
Samples: Underwriting Agreement (Save Foods Inc.), Underwriting Agreement (Save Foods Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, owns or have obtained possesses valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, use all trademarks, trade names, service namesmarks, patent rights (including all patents and patent applications), copyrights, domain names, licenses, approvals, know-how (including trade secrets and other intellectual property described unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct Prospectus, free and clear of their respective businesses as currently conducted all liens, claims and encumbrances, other than as described in the Registration Statement and the Prospectus (collectively, “Prospectus; and the expected expiration of any of such Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could Property Rights would not reasonably be expect to have result in a Material Adverse Change. Except Other than as otherwise disclosed described in the Registration Statement or and the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have any rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to in the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to could preclude the Company from conducting its business as currently conducted or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, as presently contemplated to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus be conducted as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development Prospectus; (ii) there are no pending or, to the best knowledge of the Company, threatened actions, suits, proceedings, investigations or claims by others challenging the rights of the Company (or if the Intellectual Property is licensed, the licensor thereof) in any subsidiary fall within Intellectual Property owned or licensed to the scope of Company; (iii) neither the claims of one or more patents or patent applications owned byCompany nor (if the Intellectual Property is licensed) the licensor thereof has infringed, or exclusively licensed toreceived any notice of infringement of or conflict with, any rights of others with respect to the Intellectual Property; and (iv) there is no dispute between the Company and any licensor with respect to any Intellectual Property Right. The Company has taken all reasonable steps to protect, maintain and safeguard the Intellectual Property Rights for which improper or any subsidiaryunauthorized disclosure would impair its value or validity and has entered into appropriate and enforceable nondisclosure and confidentiality agreements and made appropriate filings and registrations in connection with the foregoing.
Appears in 2 contracts
Samples: Underwriting Agreement (Cabg Medical Inc), Underwriting Agreement (Cabg Medical Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described (collectively “Intellectual Property”) that is disclosed in the Registration Statement and the Prospectus (collectively, “Company Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries, that is necessary to conduct the business as currently conducted or as currently proposed to be conducted in the future by the Company and its subsidiaries as described in the Registration Statement or the Prospectus; and (ii) ), except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no infringement by third parties of any Company Intellectual Property. There Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others, except for proceedings before the U.S. Patent and Trademark Office or a foreign government intellectual property office: (A) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any granted and enforceable Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, could reasonably be expected to succeed; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, could reasonably be expected to succeed. To Except as could not reasonably be expected, individually or in the Company’s knowledgeaggregate, there is no prior art that may render any U.S. patent held by to have a Material Adverse Effect, the Company invalid and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent of its subsidiaries, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary of its subsidiaries 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 subsidiaryits subsidiaries.
Appears in 2 contracts
Samples: Minerva Neurosciences, Inc., Minerva Neurosciences, Inc.
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3(o), the Company and its subsidiaries ownSubsidiaries own or possess adequate rights or licenses to use all trademarks, or have obtained valid trademark applications and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarksregistrations, trade names, service marks, service xxxx registrations, service names, copyrightspatents, patent rights, patent applications, copyrights (whether or not registered), inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus rights (collectively, “Intellectual Property”), except where ) necessary to conduct their respective businesses as conducted as of the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changedate this representation is made. Except as otherwise disclosed set forth in Schedule 3(o), (i) none of the Registration Statement or the Prospectus, neither rights of the Company nor or any of its subsidiaries has receivedSubsidiaries in its Intellectual Property have expired or terminated, or are expected to expire or terminate within five (5) years from the date of this Agreement, (ii) there has been no infringement by the Company or any reason of its Subsidiaries or, to believe that it will receivethe Company’s Knowledge, any notice of infringement the Company’s or conflict with asserted any of its Subsidiaries’ licensors or licensees of any Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction (iii) 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. To the Company’s knowledge: (i) Knowledge, there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is has been no infringement by any third parties of any Intellectual Property. There Property owned or licensed by the Company or any of its Subsidiaries, or of any development of similar or identical trade secrets or technical information by others, (iv) there is no claim, action or proceeding pending or threatened in writing against, the Company, any of its Subsidiaries or, to the Company’s knowledgeKnowledge, any of their respective licensors regarding their Intellectual Property or infringement of other Intellectual Property rights, and there is no claim, action or proceeding pending or threatened actionin writing against the Company, suitany of its Subsidiaries or, proceeding or claim by others: (A) challenging to the Company’s rights in Knowledge, any of their respective licensors regarding their Intellectual Property or infringement of other Intellectual Property rights, (v) there are no facts or circumstances that could reasonably be expected to give rise to any Intellectual Propertyof the foregoing, and (vi) there is no patent or patent application which contains claims that interfere with the Company is unaware issued or pending claims of any facts which would form a reasonable basis for any such action, suit, proceeding of the Intellectual Property owned or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 licensed by the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersSubsidiaries, and (vii) none of the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development technology employed by the Company or any subsidiary fall within the scope of the claims of one its Subsidiaries has been obtained or more patents or patent applications owned by, or exclusively licensed to, is being used by the Company or any subsidiaryof its Subsidiaries in violation of any material contractual obligation binding on the Company or any of its Subsidiaries or is being used by any of the officers, directors or employees of the Company or of its Subsidiaries on behalf of the Company or any of its Subsidiaries in violation of the rights of any Person or Persons. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and the value of all of their material Intellectual Property.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pipeline Data Inc), Stock Purchase Agreement (Pipeline Data Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, Each item of Company Intellectual Property which is (i) owned by the Company and its subsidiaries ownis a patent, patent application, material or registered trademark, trademark application, material or registered service mark, xxrvice mark xxxlication, material trade dress, material logo, trade name, domain name, corporate name, copyright registration, copyright application, mask work registration or mask work application, or have obtained valid (ii) a material license out of the ordinary course of business, material sublicense out of the ordinary course of business or material agreement out of the ordinary course of business is set forth in Section 4.14A of the Company Disclosure Letter or filed as an exhibit to the Company Reports. Except as set forth in Section 4.14B(a) of the Company Disclosure Letter, (i) the Company owns the Company Intellectual Property, free and enforceable licenses forclear of any Encumbrance, license or other restriction, or otherwise have sufficient rights has the valid right to make, use, sell or can acquire on reasonable termslicense as necessary in the conduct of its business the Company Intellectual Property; (ii) the Company has the right to require any Company employee or contractor having rights in any Company Intellectual Property which is an application for registration, the inventions, including but not limited to patent applications, trademark applications, service mark xxxlications, copyright applications, or mask work applications, to transfer ownership to the Company of the application and of the registration once it issues, and all registered patents, trademarks, trade names, service names, copyrights, trade secrets marks and other intellectual property described copyrights owned by the Company are valid and subsisting and in full force and effect; and (iii) Company Intellectual Property is all the Registration Statement and the Prospectus as being owned or licensed by them or which are Intellectual Property that is necessary for the ownership, maintenance and operation of the Company's properties and assets and the Company has the right to make, use, sell or license as necessary in the conduct of their respective businesses as currently conducted as described its business all of the Company Intellectual Property in all jurisdictions in which the Company conducts or proposes to conduct its business. The consummation of the transactions contemplated hereby will not alter or impair any such rights in any manner which, individually or in the Registration Statement and the Prospectus (collectivelyaggregate, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse ChangeEffect (other than as a result of limitations arising because of contractual or other restrictions to which the Purchaser or its affiliates is a party). The Other than exceptions which, individually or in the aggregate, would not have a Material Adverse Effect, (i) the Company has not, and the continued operation of the Company's and its Subsidiaries' businesses as presently conducted will not, interfere with, infringe upon, misappropriate or otherwise come into conflict with, any Intellectual Property rights of third parties, and the Company has not been adjudged by a court of competent jurisdiction to be invalid received any charge, complaint, claim, demand or unenforceable, in whole or in part, and notice so alleging (including any claim that the Company is unaware must license or refrain from using any Intellectual Property rights of any facts which would form a reasonable basis third party); (ii) the Company has never agreed to defend or indemnify any person for or against any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights interference, infringement, misappropriation or other conflict with respect to any Company Intellectual Property, except for customary reversionary rights of third-party licensors other than in license agreements with respect to Intellectual Property that is disclosed customers and agreements with business partners entered into in the Registration Statement ordinary course of business (and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any substantially all such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 toagreements, the Company or any subsidiary.has excluded consequential
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M Acquisition Corp), Agreement and Plan of Merger (Marcam Solutions Inc)
Intellectual Property Rights. Except as otherwise disclosed in (a) Schedule 3.15 contains a complete and accurate list of all (a) patented or registered Intellectual Property Rights owned or used by the Registration Statement Issuer or any Subsidiary and material to the Prospectus, business of the Company Issuer and its subsidiaries ownSubsidiaries, (b) pending patent applications and applications for registration of other Intellectual Property Rights filed by the Issuer or any Subsidiary material to the business of the Issuer and its Subsidiaries, (c) material unregistered trade names and corporate names owned or used by the Issuer or any Subsidiary and (d) material unregistered trademarks, service marks, copyrights, mask works and computer software (other than commercially available computer software) owned or used by the Issuer or any Subsidiary and material to the business of the Issuer and its Subsidiaries. Schedule 3.15 also contains a complete and accurate list of all material licenses and other material rights granted by the Issuer or any Subsidiary to any third party with respect to any Intellectual Property Rights and all material licenses and other material rights granted by any third party to the Issuer or any Subsidiary with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Issuer or one of its Subsidiaries is the beneficial and record owner of all right, title and interest to, or have obtained has the right to use pursuant to a valid and enforceable licenses forlicense, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are all Intellectual Property Rights necessary for the conduct operation of their respective the businesses of the Issuer and its Subsidiaries as currently presently conducted and as described in the Registration Statement presently proposed to be conducted, free and the Prospectus (collectively, “Intellectual Property”)clear of all Liens, except where the failure to so own, license have such right would not have a Material Adverse Effect. The loss or otherwise hold expiration of any Intellectual Property Right or acquire could related group of Intellectual Property Rights owned or used by the Issuer or any Subsidiary would not reasonably be expect expected to have a Material Adverse ChangeEffect and no such loss or expiration is, to the best of the Issuer's knowledge, threatened, pending or reasonably foreseeable. Except as otherwise disclosed in The Issuer and its Subsidiaries have taken all necessary actions to maintain and protect the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of othersRights which they own, except where the effect of which failure to have taken such actions would not have a Material Adverse Change. 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 adjudicationEffect. To the Company’s best of the Issuer's knowledge: (i) there are no third parties who have rights to , the owners of any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 Issuer or any of its subsidiaries infringes or otherwise violates, or would, upon Subsidiary have taken all necessary actions to maintain and protect the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts Intellectual Property Rights which would form a reasonable basis for any are subject to such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiarylicenses.
Appears in 2 contracts
Samples: Securities Purchase Agreement (United Shipping & Technology Inc), Securities Purchase Agreement (United Shipping & Technology Inc)
Intellectual Property Rights. Except as otherwise disclosed in Section 3.17 of the Registration Statement Disclosure Schedule, (i) a Borrower or a Subsidiary, as the case may be, has the right to use all Intellectual Property used in its business, (ii) all registrations, on behalf of such Borrower or such Subsidiary with, and applications to, Governmental or Regulatory Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 taking of any facts which would form a reasonable basis for any other actions by such adjudication. To Borrower or such Subsidiary, as the Company’s knowledge: case may be, to maintain their validity or effectiveness, (iiii) there are no third parties who have rights to restrictions on the direct or indirect transfer of any license, or any interest therein, held by such Borrower or such Subsidiary, as the case may be, in respect of such Intellectual Property, except for customary reversionary rights of third-party licensors (iv) the Borrowers have delivered to each Lender documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, which documentation is accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret, (v) the Borrowers and the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets, (vi) neither any Borrower nor any Subsidiary is, or has received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any license to use such Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iivii) there neither any Borrower nor any Subsidiary has any knowledge that such Intellectual Property is no infringement being infringed by third parties any other Person. Neither any Borrower nor any Subsidiary has received notice that any Borrower or any Subsidiary is infringing any Intellectual Property of any Intellectual Property. There other Person, no claim is no pending or, to the Company’s knowledgeknowledge of the Borrowers and the Subsidiaries, threatened actionhas been made to such effect and, suitto the knowledge of the Borrowers and the Subsidiaries, proceeding or claim by others: (A) challenging the Company’s rights in or to neither any Borrower nor any Subsidiary is infringing any Intellectual Property, and the Company is unaware Property Rights of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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.
Appears in 2 contracts
Samples: Senior Credit Agreement (Skyline Multimedia Entertainment Inc), Senior Credit Agreement (Prospect Street Nyc Discovery Fund Lp)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company owns or the Prospectus, the Company and its subsidiaries own, possesses or have obtained has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets secrets, and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are similar rights (“Intellectual Property Rights”) necessary for the conduct of their respective businesses the business of the Company as currently conducted carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to have a material adverse effect on the Company. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus (collectivelywould reasonably be expected to involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receivesimilar fees for, any Intellectual Property Rights of others. The Company has not received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or 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 Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses, or agreements with respect to the U.S. Patent 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 Trademark Officethe 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. The Company has not committed any act or omitted to undertake any act the effect of such commission or omission would be expected to result in a legal determination that any item of Intellectual Property Rights thereby was rendered invalid or unenforceable in whole or in part. The manufacture, use, and sale of the product candidates described in the Registration Statement 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 claims of the patents or patent applications owned byincluded in the Intellectual Property Rights. Other than information disclosed in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, no government funding, facilities, or exclusively licensed toresources of a university, college, other educational institution, or research center was used in the development of any Intellectual Property Rights that are owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any subsidiaryclaim or right in or to any such Intellectual Property Rights.
Appears in 2 contracts
Samples: Underwriting Agreement (CW Petroleum Corp), Underwriting Agreement (CW Petroleum Corp)
Intellectual Property Rights. Except as otherwise expressly disclosed or described in the Registration Statement or Disclosure Package and the Prospectus, the Company and its subsidiaries own, Subsidiaries own or have obtained possess valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, use all trademarks, trade names, service namesmarks, patent rights (including all patents and patent applications), copyrights, domain names, licenses, approvals, know-how (including trade secrets and other intellectual property described unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other similar rights (collectively, "Intellectual Property Rights") reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement Statement, the Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct Prospectus, free and clear of their respective businesses as currently conducted all liens, claims and encumbrances, other than as described in the Registration Statement Statement, the Disclosure Package and the Prospectus (collectively, “Prospectus; and the expected expiration of any of such Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could Property Rights would not reasonably be expect to have result in a Material Adverse Change. Except Other than as otherwise disclosed described in the Registration Statement or Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have any rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to in the Intellectual Property Rights that is disclosed could preclude the Company and its Subsidiaries from conducting their business as currently conducted or as presently contemplated to be conducted as described in the Registration Statement Statement, the Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiariesProspectus; and (ii) there is no infringement by third parties of any Intellectual Property. There is are no pending or, to the best knowledge of the Company’s knowledge, threatened actionactions, suitsuits, proceeding proceedings, investigations or claim claims by others: (A) others challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes Subsidiaries (or otherwise violates, or would, upon if the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed Intellectual Property Rights are licensed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within of its Subsidiaries, the scope licensor thereof) in any Intellectual Property owned or licensed to the Company and its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries nor (if the Intellectual Property Rights are licensed to the Company and its Subsidiaries) the licensor thereof has infringed, or received any notice of infringement of or conflict with, any rights of others with respect to the Intellectual Property; and (iv) there is no dispute between any of the claims Company and its Subsidiaries and any licensor with respect to any Intellectual Property Right. The Company and its Subsidiaries have taken all steps necessary or appropriate to protect, maintain and safeguard the Intellectual Property Rights for which improper or unauthorized disclosure would impair its value or validity and has entered into appropriate and enforceable (i) nondisclosure and confidentiality agreements, (ii) invention assignment and other assignment agreements with all current employees and contractors, and all past employees and contractors to the extent material to the business of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryand its Subsidiaries, and (iii) has made appropriate filings and registrations in connection with the foregoing.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Traffic Network, Inc.), Underwriting Agreement (Global Traffic Network, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusApplicable Prospectuses, the Company and each of its subsidiaries own, own or have obtained valid and enforceable licenses for, or otherwise have possess sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus similar rights (collectively, “Intellectual PropertyProperty Rights”) reasonably necessary to conduct their businesses as now conducted and as the Registration Statement, the Time of Sale Prospectus and the Prospectus discloses is proposed to be conducted (including the commercialization of products or services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development); and the expected expiration of any of such Intellectual Property Rights would not impact the Company’s ability to conduct their businesses as now conducted and as the Registration Statement, the Time of Sale Prospectus and the Prospectus discloses is proposed to be conducted (including the commercialization of products or services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development) except where to the extent the failure to so own, license or otherwise hold possess or acquire could on reasonable terms would not reasonably be expect expected, individually or in the aggregate, to have result in a Material Adverse Change. Except as otherwise disclosed would not reasonably be expected, individually or in the Registration Statement or the Prospectusaggregate, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have result in a Material Adverse Change. 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. To the Company’s knowledge: except as disclosed in each Applicable Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesRights; and (ii) there is no infringement by third parties of any Intellectual Property. There Property Rights; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (Biv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (C) asserting claim by others that the Company or any of its subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product products or service services described in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus as under development, infringe or violate, any existing patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim. To ; (vi) to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by within the Company Intellectual Property Rights unpatentable which that has not been disclosed to the U.S. Patent and Trademark Office. The ; and (vii) the product candidates described in the Registration Statement Statement, the Time of Sale prospectus and the Prospectus as under clinical development by the Company or any its 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 its subsidiary. None of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, any of its or any of its subsidiary’s officers, directors or employees or otherwise in violation of the rights of any persons, except in each case for such violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)
Intellectual Property Rights. The Company or any Subsidiary thereof has interests in or uses only the Intellectual Property disclosed in Schedule 3(p) in connection with the conduct of the business as currently conducted or as proposed to be conducted. Except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3(p), the Company and its subsidiaries own, or have obtained any Subsidiary thereof either owns or has a valid and enforceable licenses for, binding license to use each item of Intellectual Property set forth on Schedule 3(p). No other Intellectual Property is used or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described necessary in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses the business as currently conducted or as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure proposed to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changeconducted. Except as otherwise disclosed in Schedule 3(p), (i) the Registration Statement Company or any Subsidiary thereof has the exclusive right to use the Intellectual Property disclosed in Schedule 3(p), (ii) all registrations with and applications to any Governmental or Regulatory Body in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the Prospectus, neither taking of any other actions by the Company nor or any of its subsidiaries has receivedSubsidiary thereof to maintain their validity or effectiveness, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (iiii) there are no third parties who have rights to restrictions on the direct or indirect transfer of any license, or any interest therein, held by the Company or any Subsidiary thereof in respect of such Intellectual Property, except for customary reversionary rights (iv) the Company or any Subsidiary thereof has delivered to AAC prior to the execution of third-party licensors this Agreement documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property that Property, which documentation is disclosed accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret and to facilitate its full and proper use without reliance on the Registration Statement and the Prospectus as licensed to special knowledge or memory of any Person, (v) the Company or one or more any Subsidiary thereof has taken reasonable security measures to protect the secrecy, confidentiality and value of its subsidiaries; trade secrets in respect of the business, (vi) the Company or any Subsidiary thereof is not, nor has it received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any license to use such Intellectual Property and (iivii) there the Company or any Subsidiary thereof does not have any Knowledge that such Intellectual Property is no infringement being infringed by third parties any other Person. Except as set forth on Schedule 3(p), the Company or any Subsidiary thereof has not received notice that the Company or any Subsidiary thereof is infringing any Intellectual Property of any Intellectual Property. There other Person in connection with the conduct of the business as currently conducted or as proposed to be conducted; no claim is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware Knowledge of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violatesSubsidiary thereof, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any has been made to such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art effect that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed resolved; and, to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development by Knowledge of 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 toSubsidiary thereof, the Company or any subsidiarySubsidiary thereof is not infringing any Intellectual Property rights of any other Person in connection with the conduct of the business as currently conducted or as proposed to be conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Digital Technologies Corp), Agreement and Plan of Merger (Analog Acquisition Corp)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Information and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described currently proposed to be conducted, except where the failure to so own or hold as would not reasonably be expected, individually or in the Registration Statement and the Prospectus aggregate, to have a Material Adverse Effect (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s 's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Information and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Information or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To The Company and its subsidiaries have complied in all material respects with the Company’s knowledge, there is no prior art that may render any U.S. patent held by terms of each agreement pursuant to which Intellectual Property has been licensed to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent subsidiary, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Information 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.
Appears in 2 contracts
Samples: Open Market Sale (Pluristem Therapeutics Inc), Open Market Sale (Pluristem Therapeutics Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarkstrademarks (both registered and unregistered), trade names, service namestradenames, copyrights, trade secrets and other intellectual property proprietary information described in the Registration Statement Statement, the Disclosure Package and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses as currently conducted as described its business, except where the failure to own, license or have such rights would not, individually or in the Registration Statement and the Prospectus aggregate, result in a Material Adverse Effect (collectively, “Intellectual Property”), ; except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed described in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of othersStatement, the effect of which would have a Material Adverse Change. 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, Disclosure Package and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: Prospectus (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary the ownership rights of third-party licensors with respect to the owners of the Intellectual Property that which is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. There ; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to to, or the validity, enforceability, or scope of, any Intellectual PropertyProperty owned by or licensed to the Company, and the Company is unaware of any facts which would could form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 claim by others that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim. To ; (v) to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by that contains claims that interfere with the Company unpatentable which has not been disclosed issued or pending claims of any of the Intellectual Property; and (vi) to the U.S. Patent and Trademark Office. The product candidates described in Company’s knowledge, each issued patent was validly issued under the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope laws of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarycountry that issued it.
Appears in 2 contracts
Samples: Agency Agreement (Cytori Therapeutics, Inc.), Agency Agreement (Cytori Therapeutics, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and each of its subsidiaries Subsidiaries own, possess or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them or which are and necessary for the conduct of their respective businesses the business of the Company and each of its Subsidiaries as currently conducted 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 (collectivelyinvolve or would reasonably be expected to involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changesimilar fees for, any Intellectual Property Rights of others. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiaries has received, or has any reason to believe that it will receive, received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim that would, individually or in the aggregate, together with any other claims in this Section 2.33, 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 2.33, 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company that would, individually or in the aggregate, together with any such actionother claims in this Section 2.33, suit, proceeding or claimreasonably be expected to result in a Material Adverse Change. To the Company’s knowledge, there all material technical information developed by and belonging to the Company that has not been patented or disclosed in a patent application has been kept confidential. The Company is no prior art 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 may render any U.S. patent held 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 invalid has been obtained or any U.S. patent application held is being used by the Company unpatentable which has not been disclosed in violation of any contractual obligation binding on the Company or, to the U.S. Patent and Trademark Office. The product candidates described Company’s knowledge, any of its officers, directors or employees, or otherwise in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 2 contracts
Samples: Underwriting Agreement (Linkage Global Inc), Underwriting Agreement (Linkage Global Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusTo its knowledge, the Company and its subsidiaries owneach Subsidiary have, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsall patents, patent applications, patentstrademarks, trademarkstrademark applications, service marks, trade names, service names, copyrights, trade secrets licenses and other similar intellectual property described in the Registration Statement and the Prospectus as being owned or licensed rights currently employed by them or which in connection with the business currently operated by them that are necessary for use in the conduct of their respective businesses as currently conducted as described in the Registration Statement SEC Documents and the Prospectus (collectively, “Intellectual Property”), except where which the failure to so own, license or otherwise hold or acquire could not have would reasonably be expect expected to have a Material Adverse ChangeEffect (collectively, the “Intellectual Property Rights”). Except as otherwise disclosed in To the Registration Statement knowledge of the Company, all such Intellectual Property Rights of the Company are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights owned by the Company or any Subsidiary which would reasonably be expected to have a Material Adverse Effect. There are no actions, suits or judicial proceedings pending, or to the ProspectusCompany’s knowledge threatened, relating to patents or proprietary information to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is subject, which would reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries Subsidiaries has received, received any written notice or has is otherwise aware of any reason to believe that it will receive, any notice infringement of infringement or conflict with asserted rights of any other Person with respect to any Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of Rights owned by 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 or circumstances which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to could render any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held Rights owned by the Company invalid or any U.S. patent application held by inadequate to protect the interest of the Company unpatentable and its Subsidiaries therein, and which has not been disclosed to infringement or conflict (if the U.S. Patent and Trademark Office. The product candidates described subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the Registration Statement 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 byaggregate, or exclusively licensed to, the Company or any subsidiarywould reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (BioLineRx Ltd.), Purchase Agreement (BioLineRx Ltd.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company Parent and its subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventionsuse all material patents, patent applications, patentstrademarks, trademarkscopyrights, service marks, trade names, service namestrade secrets, copyrightsknow-how, trade secrets confidential information, proprietary information and other intellectual property described in necessary to conduct the Registration Statement and the Prospectus as being owned or licensed business now operated by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus all material respects (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason Pricing Disclosure Package. With respect to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed as described in the Registration Statement and the Prospectus as licensed Pricing Disclosure Package, to the Company or one or more knowledge of its subsidiaries; Parent, the Issuers and their subsidiaries (iiA) there is no infringement by third parties of any such Intellectual Property. There Property that would have a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, or threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights of Parent or any of its subsidiaries in or to any such Intellectual PropertyProperty that would reasonably be expected to have, and individually or in the Company aggregate, a Material Adverse Effect; (C) there is unaware of any facts which would form a reasonable basis for any such no pending or threatened action, suit, proceeding or claim; (B) claim by others challenging the validity, enforceability validity or scope of such Intellectual Property that if determined adversely to Parent or any Intellectual Property, and the Company of its subsidiaries would have a Material Adverse Effect; (D) there is unaware of any facts which would form a reasonable basis for any such no pending or threatened action, suit, proceeding or claim; or (C) asserting claim by others that the Company Parent or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade namecopyright, service name, copyrightxxxx, trade secret or other proprietary rights right, information or material of othersothers that would reasonably be expected to have, and individually or in the Company aggregate, a Material Adverse Effect; (E) there is unaware no patent or patent application that contains claims that dominate or may dominate any Intellectual Property referred to in the Pricing Disclosure Package or that is necessary for the conduct of the business of Parent or its subsidiaries or that interferes with the issued or pending claims of any facts which such Intellectual Property, except as would form not have a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, Material Adverse Effect; and (F) there is no prior art invention that may render any U.S. patent held by the Company Parent or its subsidiaries invalid or any U.S. patent application held submitted by the Company Parent or any of its subsidiaries unpatentable which prior invention has not been disclosed to the U.S. Patent relevant patent and Trademark Officetrademark authorities, except as would not have a Material Adverse Effect. The product candidates described statements contained in the Registration Statement Pricing Disclosure Package relating to Intellectual Property under the headings “Risk Factors—Risks Relating to Our Business—If generic products that compete with any of our branded pharmaceutical products are approved and sold, sales of our products may be adversely affected,” “—Our trademarks, patents and other intellectual property are valuable assets and if we are unable to protect them from infringement or challenges, our business prospects may be harmed,” “—Recent legal and regulatory requirements could make it more difficult for us to obtain new or expanded approvals for our products, and could limit or make more burdensome our ability to commercialize our approved products” and “—Delays and uncertainties in clinical trials or the Prospectus government approval process for new products could result in lost market opportunities and hamper our ability to recoup costs associated with product development,” and under “Business—Our Principal Products” and “—Patents, Proprietary Rights and Trademarks,” insofar as under development by the Company such statements and other references summarize legal matters, agreements, documents or any subsidiary fall within the scope proceedings, are accurate and fair summaries in all material respects of the claims of one such legal matters, agreements, documents or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryproceedings.
Appears in 2 contracts
Samples: Purchase Agreement (Warner Chilcott PLC), Purchase Agreement (Warner Chilcott PLC)
Intellectual Property Rights. Except as otherwise disclosed described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries ownowns or has valid, or have obtained valid binding and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, under the inventionspatents, patent applications, patentslicenses, trademarks, trade names, service namesinventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary for, or used in the conduct, or the proposed conduct, of the business of the Company in the manner described in the Registration Statement and Statement, the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement General Disclosure Package and the Prospectus (collectively, the “Intellectual Property”); the patents, except where trademarks, and copyrights, if any, included within the failure to so ownIntellectual Property are valid and enforceable, license or otherwise hold or acquire could not reasonably be expect to and have a Material Adverse Change. Except been duly and properly filed and maintained; other than as otherwise disclosed in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, neither (A) the Company nor any of its subsidiaries has receivedis not obligated to pay a material royalty, grant a license to, or has provide other material consideration to any reason to believe that it will receivethird party in connection with the Intellectual Property, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of (B) 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 received any notice of any facts which would form a reasonable basis for claim of infringement, misappropriation or conflict with any such adjudication. To patent, copyright, know how, trademark, service xxxx, trade name or other proprietary rights of others with respect to any of the Company’s knowledge: (i) there are no third parties who have rights to any products, product candidates, services, processes or Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iiC) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by asserting that the Company infringes or otherwise violates, or would, upon the commercialization of any product, product candidate, service, or process described in the Registration Statement, the General Disclosure Package or the Prospectus as under development, infringe, misappropriate or violate any patent, copyright, know how, trademark, service xxxx, trade name or other proprietary rights of others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; , (BD) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise in violation of the rights of any persons, (E) no third party has any ownership right in or to any Intellectual Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any customary reversionary rights of third-party licensors with respect to such Intellectual Property, (F) there is no material infringement by third parties of any Intellectual Property, (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of, or rights in or to, any Intellectual Property and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, and (H) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, 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 is in compliance with the Company or any terms of its subsidiaries infringes or otherwise violates, or would, upon each agreement pursuant to which Intellectual Property has been licensed to the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersCompany, and the Company is unaware of any facts which would form a reasonable basis for any all such action, suit, proceeding or claimagreements are in full force and effect. To the Company’s knowledge, there no employee of the Company is no prior art that may render in or has ever been in violation in any U.S. material respect of any term of any employment contract, patent held disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure 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 Company invalid or any U.S. patent application held by employee while employed with the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiaryCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (AxoGen, Inc.), AxoGen, Inc.
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusThe Company owns, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, possesses or can acquire on reasonable termsterms sufficient trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service patents, copyrights (including registrations and applications for any of the foregoing), domain names, copyrightslicenses, approvals, trade secrets secrets, know how, inventions, technology and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus similar rights (collectively, “Intellectual PropertyProperty Rights”)) reasonably necessary to conduct its business as now conducted and as proposed to be conducted as set forth in the SEC Documents. To the Company’s knowledge, the operation of the business of the Company, as now conducted or as proposed to be conducted in the SEC Documents, together with the Company’s use of the Company’s Intellectual Property Rights, does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party. Except as disclosed in the SEC Documents, no actions, suits, claims or proceedings have been asserted, or, to the best of our knowledge, threatened against the Company alleging any of the foregoing or seeking to challenge, deny or restrict the operation of the business of the Company and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the SEC Documents, the Company has not received any notice of a claim of infringement, misappropriation or conflict with Intellectual Property Rights of others, except where for such claims that would not, individually or the failure to so ownin aggregate, license or otherwise hold or acquire could not be reasonably be expect expected to have a Material Adverse ChangeEffect. Except as otherwise disclosed in the Registration Statement or SEC Documents, the Prospectus, neither Intellectual Property Rights owned by the Company nor any and, to the knowledge of its subsidiaries has received, or has any reason to believe that it will receivethe Company, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of Rights licensed to the Company has have not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened material 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 adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Propertychallenge, except for customary reversionary rights of third-such actions, suits, proceedings, or claims that would not, individually or the in aggregate, be reasonably expected to have a Material Adverse Effect. Except as otherwise disclosed in the SEC Documents, the Company is not a party licensors to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that is disclosed are required to be set forth in the Registration Statement and SEC Documents. None of the Prospectus as licensed to technology or intellectual property used by the Company in its business has been obtained or one or more of its subsidiaries; and (ii) there is no infringement being used by third parties the Company in violation of any Intellectual Property. There is no pending contractual obligation binding on the Company or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes officers, directors or employees or otherwise violates, or would, upon in violation of the commercialization rights of any product persons. The Company has duly and properly filed or service described caused to be filed with the U.S. Patent and Trademark Office (the “PTO”), foreign patent authorities and/or international patent authorities all patent applications disclosed in the Registration Statement or the Prospectus SEC Documents as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and owned by the Company is unaware (the “Company Patent Applications”). The Company has complied with the PTO’s duty of any facts which would form a reasonable basis candor and disclosure for any such action, suit, proceeding or claimthe Company Patent Applications and has made no material misrepresentation during prosecution of the Company Patent Applications. To the Company’s knowledge, there the Company Patent Applications disclose patentable subject matters, correctly name the inventors of the claimed subject matter and the Company has not been notified of any inventorship challenges nor has any interference been declared or provoked. In addition, no material fact is no prior art that may render any U.S. patent held known by the Company that would preclude the issuance of patents with respect to the Company Patent Applications, or that would render such patents, if issued, invalid or unenforceable. The Company has used its commercially reasonable efforts, but in no event less than those efforts which would accord with normal industry practice, to maintain the confidentiality of the trade secrets and other confidential Intellectual Property Rights used in connection with the Company’s business. Except as would not reasonably be expected to have a Material Adverse Effect, all material trade secrets used in connection with the Company’s business are valid and protectable. Furthermore, (i) there has been no misappropriation of any U.S. patent application held by material trade secrets or other material confidential Intellectual Property Rights used in connection with the business of the Company unpatentable which by any person; (ii) no employee, independent contractor or agent of the Company has not misappropriated any trade secrets of any other person in the course of performance as an employee, independent contractor or agent of the Company; (iii) no third party is using or has been disclosed granted any rights to use any trade secret or other confidential Intellectual Property Rights material to the U.S. Patent business of the Company; and Trademark Office. The product candidates described (iv) no employee, independent contractor or agent of the Company is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of Intellectual Property Rights, in each case, except as would not, individually or in the Registration Statement 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 byaggregate, or exclusively licensed to, the Company or any subsidiaryreasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Canoo Inc.), Common Stock Subscription Agreement (Canoo Inc.)
Intellectual Property Rights. Except as otherwise disclosed in (a) To the Registration Statement or the Prospectusknowledge of Target, the Company (i) Target and its subsidiaries ownSubsidiaries own all right, title and interest in or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, by license or can acquire on reasonable termsother agreement, all of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Intellectual Property Rights that are currently used in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of Target’s or any of its Subsidiary’s business, free of all liens, pledges, charges, options, rights of first refusal, security interests or other encumbrances of any kind, (ii) no action, claim, arbitration, proceeding, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or is threatened in writing by any third Person with respect to any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted, including any of the foregoing that alleges that the operation of any such business infringes, misappropriates, impairs, dilutes or otherwise violates the rights of others, and there are no grounds for the same, and Target and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person’s Intellectual Property Rights, and (iii) no person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted as described and neither Target nor any of its Subsidiaries has brought or threatened any such claims, suits, arbitrations or other adversarial proceedings against any third party that remain unresolved. Excluded from the foregoing provisions of this Section 5.17 are matters that, individually or in the Registration Statement and aggregate with other such matters not otherwise disclosed in Section 5.17 of the Prospectus (collectivelyTarget Disclosure Schedule, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect expected to have a Material Adverse ChangeEffect. Except as otherwise disclosed in All of the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted material Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged owned or used 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 Target or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no Subsidiaries prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent Closing will be owned or available for use by Target and Trademark Office. The product candidates described in its Subsidiaries immediately after the Registration Statement Closing on substantially the same terms and conditions as prior to 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 subsidiaryClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monitor Clipper Equity Partners Lp), Agreement and Plan of Merger (Veridian Corp)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the for all inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary in all material respects for the conduct of their respective businesses its business as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors or co-ownership rights with respect to Intellectual Property that is are disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being subject to a third party’s joint ownership interest or as being licensed to the Company or one or more any of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s Company or any of its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect as to the Company and its subsidiaries and to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed knowledge as to the U.S. Patent other parties to such agreements. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and Trademark Office. The the Prospectus, the product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary and its subsidiaries 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 subsidiaryand its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.), Xenon Pharmaceuticals Inc.
Intellectual Property Rights. Except After giving effect to the Merger, except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3k, the Company and each of its subsidiaries ownowns, possesses, or have obtained valid and enforceable licenses for, or otherwise have sufficient has rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are all Intellectual Property necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”)now conducted, except where the as such failure to so own, license possess or otherwise hold or acquire could have such rights would not reasonably be expect expected to have result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement Effect and there are no unreleased liens or the Prospectussecurity interests which have been filed, neither or which the Company nor has received notice of, against any of the patents owned to the Company. Furthermore, (A) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, threatened, Action by others challenging the Company’s or any of its subsidiaries has receivedsubsidiaries’ rights in or to any such Intellectual Property, or has and to the Company’s knowledge, there are no facts which would form a reasonable basis for any reason to believe that it will receive, any notice of infringement or conflict with asserted such Action; (C) the Intellectual Property rights of othersowned by the Company and its subsidiaries, and to the Company’s knowledge, the effect of which would have a Material Adverse Change. The Intellectual Property of licensed to the Company and its subsidiaries, 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened actionAction by others challenging the validity, suitenforceability or scope of any such Intellectual Property, proceeding or claim by others: (A) challenging and, to the Company’s rights in or to any Intellectual Propertyknowledge, and the Company is unaware of any there are no facts which would form a reasonable basis for any such action, suit, proceeding or claimAction; (BD) challenging there is no pending or, to the validityCompany’s knowledge, enforceability threatened Action by others that the Company or scope any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual PropertyProperty or other proprietary rights of others, and neither the Company is unaware nor any of its subsidiaries has received any written notice of such Action, and, to the Company’s knowledge, there are no other facts which would form a reasonable basis for any such actionAction, suitexcept in each case for any Action as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s knowledge, proceeding no employee of the Company or claim; any of its subsidiaries is 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 or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except such violation as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (C1) asserting the Company and its subsidiaries have disclosed to the U.S. Patent and Trademark Office (USPTO) all information known to the Company to be relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and (2) neither the Company nor any of its subsidiaries made any misrepresentation or concealed any information from the USPTO in any of the patents or patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37 C.F.R. Section 1.56. Except as would not reasonably be expected to have a Material Adverse Effect and to the Company’s knowledge, (x) there are no facts that are reasonably likely to provide a basis for a finding that the Company or any of its subsidiaries infringes does not have clear title to the patents or otherwise violates, patent applications owned or would, upon licensed to the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Company or other proprietary information rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development being owned by the Company or any subsidiary fall within of its subsidiaries, (y) no valid issued U.S. patent would be infringed by the scope activities of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries relating to products currently or proposed to be manufactured, used or sold by the Company or any of its subsidiaries and (z) there are no facts with respect to any issued patent owned that would cause any claim of any such patent not to be valid and enforceable with applicable regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology and know-how.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement (Amesite Inc.)
Intellectual Property Rights. Except as otherwise disclosed described in the Registration Statement or the ProspectusApplicable Prospectuses, the Company is the sole and its subsidiaries ownexclusive owner of all right, title and interest in and to, or have obtained has a valid and enforceable licenses forright to use pursuant to a written license, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, all trademarks, trade names, service namesmarks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property described rights, whether registered or unregistered and in the Registration Statement and the Prospectus as being owned or licensed by them or which are any jurisdiction (collectively, “Intellectual Property Rights”) reasonably necessary for the to conduct of their respective businesses as currently now conducted or proposed to be conducted as described in the Registration Statement Applicable Prospectuses, free and clear of all liens and encumbrances. To the knowledge of the Company, the Company’s business as now conducted or proposed to be conducted as described in the Prospectuses, does not infringe, conflict with or otherwise violate any Intellectual Property Rights of others, and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could Company has not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or and has any no reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights Rights of others, the effect of or any facts or circumstances which would have a Material Adverse Change. The render any Intellectual Property Rights invalid or inadequate to protect the interest 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 adjudicationtherein. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is Except as disclosed in the Registration Statement and the Prospectus as licensed Applicable Prospectuses, to the Company or one or more knowledge of its subsidiaries; and (ii) the Company, there is no infringement by third parties of any Intellectual PropertyProperty Rights owned by the Company. There Except as disclosed in the Prospectuses, there is no pending or, to the knowledge of the Company’s knowledge, threatened action, suit, proceeding or claim relating to Intellectual Property Rights owned by others: (A) challenging the Company’s rights . Except as disclosed in or to any Intellectual Propertythe Prospectuses, and the Company is unaware not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any facts which would form a reasonable basis other person or entity. All licenses for any such action, suit, proceeding Intellectual Property Rights owned or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and used by the Company is unaware of any facts which would form a reasonable basis for any such actionare valid, suit, proceeding binding upon and enforceable by or claim; or (C) asserting that against the Company or any of its subsidiaries infringes or otherwise violatesand, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To to the Company’s knowledge, there is no prior art that may render any U.S. patent held against the parties thereto in accordance with their terms. None of the technology employed by the Company invalid has been obtained or any U.S. patent application held is being used by the Company unpatentable which has not been disclosed in violation of any contractual obligation binding on the Company or, to the U.S. Patent Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any third party. All assignments from inventors to the Company have been obtained and Trademark Officefiled with the appropriate patent offices for all of the Company’s patent applications. The product candidates described Except as disclosed in the Registration Statement 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 toProspectuses, the Company does not have knowledge of any claims of third parties to any ownership interest or any subsidiary.lien with respect to the Company’s or its licensors’ patents and patent
Appears in 2 contracts
Samples: Underwriting Agreement (Acasti Pharma Inc.), Underwriting Agreement
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where and the failure to so ownconduct of their respective businesses does not and will not infringe, license misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus and any related claims, assertions or challenges, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is no prior art that may render 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. 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 included in the Intellectual Property have been complied with; and in all non-U.S. patent held offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Avadel Pharmaceuticals PLC), Underwriting Agreement (Avadel Pharmaceuticals PLC)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3(x), the Company and its subsidiaries ownSubsidiaries own or possess adequate rights or licenses to use (A) patents (and any renewals and extensions thereof), patent rights (and any applications therefor), rights of priority and other rights in inventions; (B) trademarks, service marks, trade names and trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or have obtained valid registrations for the foregoing, and enforceable licenses forall renewals and extensions thereof), or otherwise have sufficient common-law copyrights and rights of authorship including all rights to useexploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or can acquire on reasonable termscommon-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets proprietary information and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus know-how (collectively, “Intellectual PropertyProperty Rights”), except where collectively with all licenses and other agreements providing the failure Company or its Subsidiaries the Intellectual Property Rights material to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changethe operation of their businesses as now conducted and as described in the SEC Documents. Except as otherwise disclosed in the Registration Statement or the Prospectusset forth on Schedule 3(x), neither none of the Company nor or any of its subsidiaries Subsidiaries has received, or knowledge that any of them has infringed on any reason to believe that it will receive, any notice of infringement or conflict with asserted the Intellectual Property rights Rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property any Person and none of the Company has not been adjudged by a court or any of competent jurisdiction to be invalid or unenforceable, in whole or in part, and its Subsidiaries is infringing on any of the Company is unaware Intellectual Property Rights of any facts which would form a reasonable basis for any such adjudicationPerson. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual PropertyExcept as set forth on Schedule 3(x), except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties action, suit, hearing, claim, notice of any Intellectual Property. There violation, arbitration or other proceeding, hearing or investigation that is no pending orpending, or to the Company’s knowledge, is threatened actionagainst, suitthe Company regarding the infringement of any of the Intellectual Property Rights. The Company is not, proceeding to its knowledge, making unauthorized use of any confidential information or claim by others: (A) challenging the Company’s rights in or to trade secrets of any Intellectual Propertythird party, and the Company is unaware has not received any notice of any facts which would form a asserted infringement (nor is the Company aware of any reasonable basis for any such action, suit, proceeding or claim; (Bthird party asserting an infringement) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or of, any U.S. patent application held by the Company unpatentable which has not been disclosed rights of a third party with respect to the U.S. Patent and Trademark Officeany Intellectual Property Rights. The product candidates described in Company and its Subsidiaries have taken reasonable security measures to protect the Registration Statement secrecy, confidentiality and the Prospectus as under development by the Company or any subsidiary fall within the scope value of the claims all of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarytheir Intellectual Property Rights.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Act Teleconferencing Inc), Securities Purchase Agreement (Wet Seal Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them it or which are necessary for the conduct of their respective businesses its business as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license own or otherwise hold or acquire could obtain Intellectual Property would not reasonably be expect expected, individually or in the aggregate, to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 adjudicationEffect. To the Company’s knowledge, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any such Intellectual Property. There Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements are in full force and effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, 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, non-disclosure 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. To the Company’s knowledge, there is no prior art that may render any U.S. patent held except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the duty of disclosure as required by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in Office during the Registration Statement and prosecution of the Prospectus as under development by the Company or any subsidiary fall United States patents within the scope of the claims of one or more patents or patent applications owned byIntellectual Property have been complied with, or exclusively licensed toand in all foreign offices having a similar requirement, the Company or any subsidiarysuch requirement has been complied with.
Appears in 2 contracts
Samples: Underwriting Agreement (Corium International, Inc.), Underwriting Agreement (Corium International, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them (the “Company Intellectual Property”), and (ii) the Company and its subsidiaries own, or which are have obtained valid and enforceable licenses for, or can acquire on reasonable terms, the Intellectual Property necessary for the conduct of their respective businesses as currently conducted or as described in currently proposed to be conducted (the Registration Statement and the Prospectus (collectively, “Necessary Intellectual Property”), except where the failure to so own, failure to possess a license or otherwise hold or to, inability to acquire could any such Necessary Intellectual Property would not reasonably be expect expected to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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 adjudicationEffect. To the Company’s knowledge: (iA) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is are disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariessubsidiaries and except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (iiB) there is no infringement by third parties of any Company Intellectual PropertyProperty that would reasonably be expected to have a Material Adverse Effect. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A1) challenging the Company’s rights in or to any Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; (B2) challenging the validity, enforceability or scope of any granted and issued government-registered Company Intellectual Property, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed; or (C3) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product conducting its business as currently conducted or service as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under developmentProspectus, infringe or violate, any valid, unexpired and issued government-registered patent, trademark, trade name, service name, copyright, trade secret name or other proprietary rights copyright of others, and the Company is currently unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimclaim that, if asserted on the date hereof, would reasonably be expected to succeed. To The Company and its subsidiaries have complied or will comply in due time with the Company’s knowledge, there is no prior art that may render any U.S. patent held by terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company invalid or any U.S. patent application held by the Company unpatentable which has subsidiary, except where failure to comply would not been disclosed reasonably be expected to the U.S. Patent have a Material Adverse Effect, and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as currently under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Immune Design Corp.)
Intellectual Property Rights. Except as otherwise disclosed set forth in the Registration Statement or the ProspectusSCHEDULE 3(X), the Company and its subsidiaries ownSubsidiaries own or possess adequate rights or licenses to use (A) patents (and any renewals and extensions thereof), patent rights (and any applications therefor), rights of priority and other rights in inventions; (B) trademarks, service marks, trade names and trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or have obtained valid registrations for the foregoing, and enforceable licenses forall renewals and extensions thereof), or otherwise have sufficient common-law copyrights and rights of authorship including all rights to useexploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or can acquire on reasonable termscommon-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, the inventionsproprietary information and know-how (collectively, patent applications"INTELLECTUAL PROPERTY RIGHTS"), patents, trademarks, trade names, service names, copyrights, trade secrets collectively with all licenses and other intellectual property described in agreements providing the Registration Statement and Company or its Subsidiaries the Prospectus as being owned or licensed by them or which are necessary for Intellectual Property Rights material to the conduct operation of their respective businesses as currently now conducted and as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse ChangeSEC Documents. Except as otherwise disclosed set forth in the Registration Statement or the ProspectusSCHEDULE 3(X), neither the Company nor any none of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes Subsidiaries has knowledge that any of them has infringed on any of the Intellectual Property Rights of any Person and none of the Company or otherwise violatesany of its Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. There is no action, suit, hearing, claim, notice of violation, arbitration or other proceeding, hearing or investigation that is pending, or wouldto the Company's knowledge, upon is threatened against, the commercialization Company regarding the infringement of any product of the Intellectual Property Rights. The Company is not, to its knowledge, making unauthorized use of any confidential information or service described in the Registration Statement or the Prospectus as under development, infringe or violate, trade secrets of any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersthird party, and the Company is unaware has not received any notice of any facts which would form a asserted infringement (nor is the Company aware of any reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held third party asserting an infringement) by the Company invalid or of, any U.S. patent application held by the Company unpatentable which has not been disclosed rights of a third party with respect to the U.S. Patent and Trademark Officeany Intellectual Property Rights. The product candidates described in Company and its Subsidiaries have taken reasonable security measures to protect the Registration Statement secrecy, confidentiality and the Prospectus as under development by the Company or any subsidiary fall within the scope value of the claims all of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarytheir Intellectual Property Rights.
Appears in 2 contracts
Samples: Subordination Agreement (Sac Capital Advisors LLC), Subordination Agreement (Prentice Capital Management, LP)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know-how, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or or, to their knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (with respect to the commercialization of the product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect) (collectively, “Intellectual Property”), except where and, to their knowledge, the failure to so ownconduct of their respective businesses does not infringe, license misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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, part and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there There are no third parties who have rights to any Intellectual Property, except for for: (i) the exclusive license granted to Jazz Pharmaceuticals plc, pursuant to the Collaboration and License Agreement, dated January 2, 2019; (ii) the option to enter into an exclusive license granted to Sarepta Therapeutics, Inc., pursuant to the Research License and Option Agreement, dated June 17, 2020; and (iii) any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) and, to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Other than as disclosed in the Time of Sale Prospectus and the Prospectus, neither the Company nor any subsidiary is obligated to pay any material royalty, grant a material license or provide other material consideration to any third party in connection with the Intellectual Property or in connection with the manufacture, use or sale of any of the Company’s product candidates. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, 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 or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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 Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. United States Patent and Trademark OfficeOffice during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the Company’s knowledge, all such requirements have been complied with. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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 pending patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Codiak BioSciences, Inc.), Underwriting Agreement (Codiak BioSciences, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company owns or the Prospectus, the Company and its subsidiaries own, possesses or have obtained has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are similar rights (“Intellectual Property Rights”) necessary for the conduct of their respective businesses the business of the Company as currently conducted carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own, possess or have valid rights to use any of the foregoing would not reasonably be expected to have a material adverse effect on the Company. To the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus (collectivelywould reasonably be expected to involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receivesimilar fees for, any Intellectual Property Rights of others. The Company has not received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or 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 Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent 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 Trademark Officethe 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. The Company has not committed any act or omitted to undertake any act the effect of such commission or omission would be expected to result in a legal determination that any item of Intellectual Property Rights thereby was rendered invalid or unenforceable in whole or in part. The manufacture, use and sale of the product candidates described in the Registration Statement 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 claims of the patents or patent applications owned by, or exclusively licensed toincluded in the Intellectual Property Rights. Other than information disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property Rights that are owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any subsidiaryclaim or right in or to any such Intellectual Property Rights.
Appears in 2 contracts
Samples: Underwriting Agreement (1847 Holdings LLC), Underwriting Agreement (1847 Holdings LLC)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement The Company or the Prospectus, the Company and its subsidiaries own, Subsidiaries owns or have obtained possesses or has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are similar rights (“Intellectual Property Rights”) necessary for the conduct of their respective businesses the business of the Company and its Subsidiaries as currently conducted carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, there are no liens or security interests in the Intellectual Property Rights. 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 (collectivelywill involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold similar fees (other than license or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed similar fees described or contemplated in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus) for, neither any Intellectual Property Rights of others. Neither the Company nor any of its subsidiaries Subsidiaries has receivedreceived any notice alleging any such infringement of, license or similar fees for, or has any reason to believe that it will receiveconflict with, any notice of infringement or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The , (i) 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; (ii) 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would reasonably be expected to result in a Material Adverse Change; (iii) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would reasonably be expected to result in a Material Adverse Change; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 actionclaim that would reasonably be expected to result in a Material Adverse Change; and (v) to the Company’s knowledge, suit, proceeding or claim; or (C) asserting that the Company or any no employee of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed in a filed patent application has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development and are not described therein. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 2 contracts
Samples: Underwriting Agreement (InspireMD, Inc.), Underwriting Agreement (InspireMD, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”)) and the conduct of their respective businesses does not and will not infringe, except where the failure to so own, license misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There With the exception of the U.S. Patent and Trademark Office’s and foreign governmental administrative agencies’ review of pending patent applications in connection with the prosecution of such applications in the ordinary course, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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. 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 included in the Intellectual Property have been complied with; and in all Canadian or foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 2 contracts
Samples: Underwriting Agreement (ESSA Pharma Inc.), Underwriting Agreement (ESSA Pharma Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could would not reasonably be expect expected to have result in a Material Adverse Change. Except as , and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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, except as would not reasonably be expected to result in a Material Adverse Change. To the Company’s knowledge: (i) there are no third parties who have rights to any material Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no material infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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 would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The duty of candor and good faith as required by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. United States Patent and Trademark Office. The product candidates described Office during the prosecution of the United States patents and patent applications included in the Registration Statement Intellectual Property have been complied with in all material respects; and in all foreign offices having similar requirements, all such requirements have been complied with in all material respects. None of the Prospectus as under development Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents or patent applications owned by, or exclusively licensed to, is being used by the Company or its subsidiary in violation of any subsidiarycontractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Sales Agreement (Bed Bath & Beyond Inc), Bed Bath & Beyond Inc
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, domain names, technology, know-how and other intellectual property (including all registrations and applications for registration of any of the foregoing and all goodwill associated with any of the foregoing) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned (“Company Owned Intellectual Property”) or licensed by them (“Company Licensed Intellectual Property”) or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors licenses with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) all Company Owned Intellectual Property is free and clear of all liens, encumbrances, or defects; (iii) there is no infringement by third parties of any Intellectual Property; (iv) the Company and its subsidiaries are not infringing or misappropriating the intellectual property rights of third parties; and (v) the Company and its subsidiaries are the sole owners of the Company Owned Intellectual Property and have the valid and enforceable right to use the Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to the co-owner, as applicable. The Company and its subsidiaries have taken reasonable steps necessary to secure assignments to their title, rights and interests in the Company Owned Intellectual Property from their employees, consultants, agents and contractors and to the Company’s knowledge, no employee of the Company or its subsidiaries is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, noncompetition 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 its subsidiaries. There is no pending or, to the Company’s knowledge, threatened or notices of action, suit, proceeding or claim by others: (A) challenging the Company’s Company and its subsidiaries’ rights in or to any Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringe, misappropriate or otherwise violatesviolate, or would, upon the manufacturing or commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and, to the knowledge of the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent all such agreements are in full force and Trademark Officeeffect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary and its subsidiaries fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or its subsidiaries. No government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any subsidiaryIntellectual Property that is owned or purported to be owned by the Company and its subsidiaries that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. The Company and its subsidiaries have taken commercially reasonable actions in accordance with customary industry practice to maintain and protect all Intellectual Property owned by or exclusively licensed to the Company or its subsidiaries, including the maintenance and protection of all trade secrets, know-how and other confidential information.
Appears in 2 contracts
Samples: Underwriting Agreement (Reneo Pharmaceuticals, Inc.), Underwriting Agreement (Reneo Pharmaceuticals, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”), except where and, to the failure to so ownCompany’s knowledge, license the conduct of their respective businesses does not infringe, misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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 require any such adjudication. To the Company’s knowledge: (i) subject to ongoing inventorship determinations for recently filed patent applications, there are no third parties who have rights to any Intellectual Property, except for (a) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (b) third-party exclusive licenses with respect to Intellectual Property that is disclosed in the Registration Documents as licensed by the Company, and (c) Cornell University’s interest in the patent family arising out of patent application PCT/US2018/057559 and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, others 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken appropriate reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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 included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been 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 invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates candidates, their method of manufacture, and/or a method of their use described in the Registration Statement Statement, the Time of Sale Prospectus 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 subsidiarysubsidiary are otherwise described in such patents or patent applications in a manner that would support claim(s).
Appears in 2 contracts
Samples: Underwriting Agreement (Forma Therapeutics Holdings, Inc.), Underwriting Agreement (Forma Therapeutics Holdings, Inc.,)
Intellectual Property Rights. Except as otherwise disclosed in For purposes of this Section, "Intellectual Property" shall mean patents, registered trademarks, registered trade names, registered service marks, registered copyrights, and all applications for or registrations of any of the Registration Statement or foregoing. As of the Prospectusdate of this Agreement, the Company Disclosure Schedule contains a complete and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being accurate list of all material Intellectual Property owned by or licensed by them exclusively or which are necessary for (with respect to patents material to the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license products or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property operations of the Company has not been adjudged which would be infringed by a court of competent jurisdiction the Company, any Subsidiary or their products but for such license) non-exclusively to be invalid or unenforceable, in whole or in part, and the Company or any Subsidiary (the "Company Intellectual Property"). The Company Intellectual Property is unaware owned by or licensed to the Company or a Subsidiary free and clear of any facts which Lien (as defined in Section 3.3) that would form a reasonable basis for any such adjudication. To materially adversely affect the Company’s knowledge: (i) there are 's rights thereunder. No claim is being asserted and, to the knowledge of the Company, no third parties who have rights person is threatening in a writing delivered to the Company to assert a claim, with respect to the use of the Company Intellectual Property owned by the Company or challenging or questioning the validity or effectiveness of any license or agreement with respect to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect such claims that could not reasonably be expected to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the have a Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claimMaterial Adverse Effect. To the knowledge of the Company’s knowledge, there is no prior art that may render any U.S. patent held by neither the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development use by the Company or any subsidiary fall within the scope Subsidiary of the claims Company Intellectual Property in the present conduct of one its business nor any product or more patents or patent applications owned by, or exclusively licensed to, service of the Company or any subsidiarySubsidiary infringes on the valid intellectual property rights of any person in a manner that could reasonably be expected to have a Company Material Adverse Effect. Except as could not reasonably be expected to have a Company Material Adverse Effect, (i) all Company Intellectual Property listed in the Company Disclosure Schedule that is owned by the Company has the status indicated therein and, unless provided otherwise, all applications are still pending in good standing and have not been abandoned, and (ii) to the knowledge of the Company, the Company Intellectual Property is valid and is not being challenged in any judicial or administrative (excluding any patent-office or registration) proceeding. To the knowledge of the Company, no person or entity nor such person's or entity's business or products has infringed, or misappropriated any Company Intellectual Property, or currently is infringing, or misappropriating any Company Intellectual Property, except as could not reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arterial Vascular Engineering Inc), Agreement and Plan of Merger (Medtronic Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or or, to the Company’s knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as described currently proposed to be conducted in the Registration Statement and the Prospectus (collectively, “Intellectual Property”); and to the Company’s knowledge, except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changeany such licenses are valid and enforceable. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries, and the Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in the Intellectual Property from their employees and contractors; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) the Company and its subsidiaries are not infringing the intellectual property rights of third parties; (iv) the Company is the sole owner of the Intellectual Property owned by it; and (v) 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. There Except as otherwise disclosed in 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 rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To The Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Officeall such agreements are in full force and effect. The product drug candidates described in the Registration Statement 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 subsidiaryCompany.
Appears in 2 contracts
Samples: Equillium, Inc., Equillium, Inc.
Intellectual Property Rights. Except as otherwise disclosed in The Borrower and each Restricted Subsidiary is the Registration Statement or the Prospectusregistered and beneficial owner of, the Company with good and its subsidiaries ownmarketable title, or have obtained valid free of all licenses, franchises and enforceable licenses forLiens other than Permitted Liens, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsall patents, patent applications, patentstrade marks, trademarkstrade xxxx applications, trade names, service namesmarks, copyrights, trade secrets industrial designs, integrated circuit topographies, or other rights with respect to the foregoing and other intellectual property described similar property, used in or necessary for the Registration Statement present and planned future conduct of its business, without any conflict with the Prospectus rights of any other Person, other than as being listed on Schedule 3.22, or other than for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All material patents, trade marks, trade names, service marks, copyrights, industrial designs, integrated circuit topographies, and other similar rights owned or licensed by them the Borrower or which any Restricted Subsidiary, and all rights of the Borrower and each Restricted Subsidiary to the use of any patents, trade marks, trade names, service marks, copyrights, industrial designs, integrated circuit topographies, or other similar rights, are described in Schedule 3.22 (collectively, the “Intellectual Property Rights”). Except as set forth in Schedule 3.22, no material claim has been asserted and is pending by any Person with respect to the use by the Borrower or any Restricted Subsidiary of any intellectual property or challenging or questioning the validity, enforceability or effectiveness of any intellectual property necessary for the conduct of their respective businesses the business of the Borrower or any Restricted Subsidiary. Except as currently conducted disclosed in Schedule 3.22 or except as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect expected to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the ProspectusEffect, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights the Borrower and each Restricted Subsidiary has the exclusive right to any Intellectual Propertyuse the intellectual property which the Borrower (or each Restricted Subsidiary) owns, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties all applications and registrations for such intellectual property are current, and (iii) to the knowledge of the Borrower, the conduct of the Borrower’s and each Restricted Subsidiary’s business does not infringe the intellectual property rights of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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.
Appears in 2 contracts
Samples: Credit Agreement (Mercer International Inc.), Credit Agreement (Mercer International Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, own or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to usepossess, or can acquire or license on reasonable terms, the inventions, patent applications, patents, sufficient trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus similar rights (collectively, “Intellectual PropertyProperty Rights”)) reasonably necessary to conduct their businesses as now conducted, except where the as such failure to so own, license or otherwise hold possess, license, or acquire could such rights would not reasonably be expect expected to have result in a Material Adverse ChangeEffect; and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed would not reasonably be expected to result in the Registration Statement or the Prospectusa Material Adverse Effect, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The Effect, (A) to the Company’s knowledge, 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 has not been adjudged and its subsidiaries, threatened action, suit, proceeding or claim by a court others challenging the rights of competent jurisdiction the Company and its subsidiaries in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would individually, or in the aggregate, together with any other claims in this subsection (u), reasonably be expected to result in a Material Adverse Effect; (C) the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company and its subsidiaries have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 subsection (u), reasonably be expected to result in a Material Adverse Effect; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim; (B) challenging claim by others that the validityCompany or its subsidiaries infringe, enforceability misappropriate or scope of otherwise violate any Intellectual PropertyProperty Rights or other proprietary rights of others, the Company and its subsidiaries have 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 actionclaim that would individually, suitor in the aggregate, proceeding together with any other claims in this subsection (u) reasonably be expected to result in a Material Adverse Effect; (E) the Company is not aware of any prior art that could reasonably be expected to render any patent held by or claim; or (C) asserting that licensed to the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company subsidiary invalid or any U.S. patent application held by or licensed to the Company or any subsidiary unpatentable which has prior art was required to be disclosed to the U.S. Patent and Trademark Office during the prosecution of the applicable patent application and which was not been so disclosed to the U.S. Patent and Trademark Office, the failure of which to so disclose would individually, or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (F) to the Company’s knowledge, all prior art references relevant to the patentability of any pending claim of any patent applications comprising or that have resulted in Intellectual Property Rights known to the Company, applicable inventor(s) or licensors, or any of their counsel during the prosecution of such patent applications that were required to be disclosed to the relevant patent authority were so disclosed by the required time, except where the failure to so disclose would not individually, or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and, to the best of the Company’s knowledge, neither the Company nor any such inventor, licensor or counsel made any misrepresentation to, or omitted any material fact from, the relevant patent authority during such prosecution, which would individually, or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (G) to the Company’s knowledge, no employee of the Company or a subsidiary 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 a subsidiary of the Company, or actions undertaken by the employee while employed with the Company or a subsidiary of the Company and would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, all material technical information developed by and belonging to the Company and its subsidiaries for which they have not sought, and do not intend to seek to patent or otherwise protect pursuant to applicable intellectual property laws has been kept confidential or has been disclosed only under obligations of confidentiality. The product candidates described 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 Statement, the Pricing Disclosure Package and the Prospectus as under development and are not described therein. None of the technology employed by the Company or any subsidiary fall within the scope of the claims of one its subsidiaries has been obtained or more patents or patent applications owned by, or exclusively licensed to, is being used by the Company or any subsidiaryof its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees or otherwise in violation of the rights of any persons, except in each case for such violations that would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Nektar Therapeutics, Nektar Therapeutics
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses forpossesses, licenses, or otherwise have has sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, know-how and other intellectual property described in (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted or as currently proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted, and to the Company’s knowledge, the conduct of its business (the development and commercialization of the GeneRide product candidates, including LB-001, as described in the in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus) has not infringed or misappropriated and will not infringe or misappropriate any intellectual property rights of others. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, under the caption “Business – Intellectual Property”), except where ,” to the failure Company’s knowledge (i) there are no rights of third parties to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in any material Intellectual Property; (ii) the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (iiiii) there is no material infringement by third parties of any such Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (Ai) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (Bii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (Ciii) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights right of othersanother, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, (i) 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 included in the Intellectual Property have been complied with, and (ii) there is no U.S. patent which contains claims that dominate or may dominate any Intellectual Property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned by or licensed to the Company or that interferes with the issued claims of any such Intellectual Property; and there is no prior art of which the Company is aware that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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.
Appears in 2 contracts
Samples: Underwriting Agreement (LogicBio Therapeutics, Inc.), Underwriting Agreement (LogicBio Therapeutics, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and each of its subsidiaries own, Subsidiaries owns or have obtained possesses or has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmark registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them or which are and necessary for the conduct of their respective businesses the business of the Company and each of its Subsidiaries as currently conducted 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 (collectivelywill involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changesimilar fees for, any Intellectual Property Rights of others. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiaries has received, or has any reason to believe that it will receive, received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The , (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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company Company, if any, have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 2.33, 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or aggregate, together with any other claims referred to in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development 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 knowingly being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 2 contracts
Samples: Underwriting Agreement (CBL International LTD), Underwriting Agreement (CBL International LTD)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, owns or have obtained possesses valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, use all trademarks, trade names, service namesmarks, patent rights (including all patents and patent applications), copyrights, domain names, licenses, approvals, know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, trade secrets, technologies, proprietary techniques (including processes and substances) and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted and as currently contemplated to be conducted as disclosed in the Registration Statement and the Prospectus, except where the failure to own such rights would not result in a Material Adverse Change; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Other than as described in the Registration Statement and the Prospectus as being owned or licensed by them or which Prospectus: (i) to the Company’s knowledge, there are necessary for no third parties who have any Intellectual Property Rights that could preclude the conduct of their respective businesses Company from conducting its business as currently conducted or as presently contemplated to be conducted as described in the Registration Statement and the Prospectus Prospectus; (collectivelyii) there are no pending or, “to the best knowledge of the Company, threatened actions, suits, proceedings, investigations or claims by others challenging the rights of the Company (or if the Company’s Intellectual Property”)Property Rights are licensed, except where the failure licensor thereof) in any Intellectual Property Rights owned or licensed to so own, license or otherwise hold or acquire could not reasonably be expect the Company; (iii) to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the ProspectusCompany’s knowledge, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To (if the Company’s knowledge: (i) there Intellectual Property Rights are no third parties who have rights to licensed), the licensor thereof has infringed any Intellectual Property, except for customary reversionary rights of third-party licensors others with respect to the Company’s or such licensor’s Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to Rights; (iv) neither the Company or one or more of its subsidiaries; and nor (ii) there is no infringement by third parties of any if the Company’s Intellectual Property. There is no pending orProperty Rights are licensed), to the Company’s knowledge, threatened actionthe licensor thereof has received any notice of infringement of or conflict with, suit, proceeding or claim by others: (A) challenging any rights of others with respect to the Company’s rights in or Intellectual Property Rights; and (v) there is no dispute between the Company and any licensor with respect to any Intellectual Property, Property Right. The Company has entered into nondisclosure and the Company is unaware confidentiality agreements with its employees and each casino in which its product has been installed for testing prohibiting such employees or casinos from any unauthorized disclosure of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiaryIntellectual Property Rights.
Appears in 2 contracts
Samples: Underwriting Agreement (Pokertek Inc), Underwriting Agreement (Pokertek Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the ProspectusApplicable Prospectuses, the Company and each of its subsidiaries own, own or have obtained valid and enforceable licenses for, or otherwise have possess sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service patent rights, copyrights, domain names, copyrightslicenses, approvals, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus similar rights (collectively, “Intellectual PropertyProperty Rights”) reasonably necessary to conduct their businesses as now conducted and as the Registration Statement, the Time of Sale Prospectus and the Prospectus discloses is proposed to be conducted (including the commercialization of products or services described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development); and the expected expiration of any of such Intellectual Property Rights would not, except where to the extent the failure to so own, license or otherwise hold possess or acquire could on reasonable terms would not reasonably be expect expected, individually or in the aggregate, to have result in a Material Adverse Change. Except as otherwise disclosed would not reasonably be expected, individually or in the Registration Statement or the Prospectusaggregate, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have result in a Material Adverse Change. 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. To the Company’s knowledge: except as disclosed in each Applicable Prospectus, (i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesRights; and (ii) there is no infringement by third parties of any Intellectual Property. There Property Rights; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (Biv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual PropertyProperty Rights, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (C) asserting claim by others that the Company or any of its subsidiaries subsidiary infringes or otherwise violates, or would, upon the commercialization of any product products or service services described in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus as under development, infringe or violate, any existing patent, trademark, trade nametradename, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which that would form a reasonable basis for any such action, suit, proceeding or claim. To ; (vi) to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by within the Company Intellectual Property Rights unpatentable which that has not been disclosed to the U.S. Patent and Trademark Office. The ; and (vii) the product candidates described in the Registration Statement Statement, the Time of Sale prospectus and the Prospectus as under clinical development by the Company or any its 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 its subsidiary. None of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the Company’s knowledge, any of its or any of its subsidiary’s officers, directors or employees or otherwise in violation of the rights of any persons, except in each case for such violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, the Company and its subsidiaries own, own or have obtained valid and enforceable licenses forthe right to use (by license, operation of law or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, otherwise) adequate patents, trademarks, service marks, trade names, service names, copyrights, patentable inventions, trade secrets secret, know-how and other intellectual property described (collectively, the “Intellectual Property”) used in the Registration Statement and the Prospectus as being owned or licensed by them or which are otherwise necessary for the conduct of their respective businesses the Company’s or its subsidiaries’ business as currently now conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so ownown or have the right to use such Intellectual Property would not, license individually or otherwise hold or acquire could not in the aggregate, reasonably be expect expected to have result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or Pricing Disclosure Package and the Prospectus, neither the Company nor is not aware of any infringement by third parties of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted the Company’s Intellectual Property rights of othersthat is currently adversely affecting the Company’s business except for infringement that would not, individually or in the effect of which would have aggregate, reasonably be expected to result in a Material Adverse Change. The Intellectual Property of Except as disclosed in the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, Pricing Disclosure Package and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) Prospectus, there are no third parties who have rights to any Intellectual Propertylegal or governmental actions, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company suits, proceedings or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no claims pending orand, to the Company’s knowledge, threatened action, suit, proceeding or claim no written threats (excluding written requests for licenses received by others: the Company from time to time in the ordinary course from non-practicing patent licensing entities) against the Company (Ai) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope ownership of any Intellectual Property, and (ii) challenging the Company is unaware validity or adequacy of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that Intellectual Property owned by the Company or any (iii) alleging that the operation of its subsidiaries the Company’s business as now conducted infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of othersa third party, and the Company is unaware of any facts which would form a reasonable basis for any such actionwhich, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and case of clauses (i) through (iii) above, if determined adversely, would, individually or in 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 byaggregate, or exclusively licensed to, the Company or any subsidiaryreasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Broadcom Corp), Underwriting Agreement (Broadcom Corp)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or and the Prospectus, the Company and its subsidiaries Subsidiaries own, possess, license or have obtained valid and enforceable licenses for, or otherwise have sufficient other rights to use, or can acquire could obtain on commercially reasonable terms, the inventionsall foreign and domestic patents, patent applications, patentstrade and service marks, trademarkstrade and service mxxx registrations, trade names, service copyrights, licenses, inventions, trade secrets, technology, Internet domain names, copyrights, trade secrets know-how and other intellectual property described in (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property”), necessary for the conduct of their respective businesses as currently now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Change. Except as described disclosed in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no rights of third parties who have rights to any such Intellectual PropertyProperty owned by the Company and its Subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed licenses granted in the Registration Statement and ordinary course to third parties, or that could not, individually or in the Prospectus as licensed aggregate, reasonably be expected to the Company or one or more of its subsidiariesresult in a Material Adverse Change; and (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property. There ; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would could form a reasonable basis for any such action, suit, proceeding or claim; (Biv) challenging there is no pending or, to the validityCompany’s knowledge, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such threatened action, suit, proceeding or claimclaim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or (C) asserting claim by others that the Company or any of and its subsidiaries infringes Subsidiaries infringe or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violate any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To ; (vi) to the Company’s knowledge, there is no prior art that may render any third-party U.S. patent held by the Company invalid or any published U.S. patent application held by which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the Company unpatentable which equivalent in any other jurisdiction, has not been disclosed to the U.S. Patent and Trademark Office. The product candidates commenced against any patent or patent application described in the Registration Statement and the Prospectus as under development being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byclauses (i)-(vii) above, or exclusively licensed to, the Company for any such infringement by third parties or any subsidiarysuch pending or threatened suit, action, proceeding or claim as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change.
Appears in 2 contracts
Samples: Open Market Sale (VBI Vaccines Inc/Bc), VBI Vaccines Inc/Bc
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), except where and the failure to so ownconduct of their respective businesses does not and will not infringe, license misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changeconflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither to the Company nor any Company’s knowledge, none of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement or the Prospectus; and (ii) there is no infringement infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is unaware being diligently maintained; to the knowledge of any facts which would form a reasonable basis for any the Company, the parties prosecuting such action, suit, proceeding or claimapplications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there is are no prior art that may render material defects in any U.S. of the patents or patent held by applications owned by, or exclusively licensed to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been its subsidiaries and there are no facts required to be disclosed to the U.S. Patent USPTO that were not disclosed to the USPTO and Trademark Officewhich would preclude the grant of a patent in connection with any such application. The product candidates products described in the Registration Statement 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.
Appears in 2 contracts
Samples: Equity Distribution Agreement (TELA Bio, Inc.), Equity Distribution Agreement (TELA Bio, Inc.)
Intellectual Property Rights. Except as All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by XXXX, individually or in conjunction with others, during XXXXx employment by CLORACKS (whether during business hours or otherwise disclosed in the Registration Statement and whether on CLORACKS's premises or the Prospectusotherwise) which relate to CLORACKS's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the Company and its subsidiaries ownidentity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or have obtained valid marketing and enforceable licenses formerchandising techniques, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade prospective names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”marks), except where the failure to so own, license and all writings or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor materials of any type embodying any of its subsidiaries has receivedsuch items, or has any reason shall be disclosed to believe CLORACKS and are and shall be the sole and exclusive property of CLORACKS. NON-COMPETE AGREEMENT, XXXX recognizes that it will receive, any notice the various items of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property Information are special and unique assets of the Company has not been adjudged by a court of competent jurisdiction company and need to be invalid protected from improper disclosure. In consideration of the disclosure of the Information to XXXX, XXXX agrees and covenants that for a period of 3 years following the termination of this Agreement, whether such termination is voluntary or unenforceableinvoluntary, XXXX will not directly 01* indirectly engage in whole any business competitive with CLORACKS. This covenant shall apply to the geographical area that includes all of the State of Nevada. Directly or indirectly engaging in partany competitive business includes, and the Company but is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledgenot limited to: (i) there engaging in a business as owner, partner, or agent, (ii) becoming an employee, rendering advice or offering services to <my third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or Employee of CLORACKS for the benefit of a third party that is engaged in such business. XXXX agrees that this non-compete provision will not adversely affect RAUL's livelihood. During the Employment Period, XXXX will devote XXXXx full-time efforts to the business of CLORACKS and will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of his duties under this Agreement. BENEFITS, XXXX shall be entitled to employment benefits, including holidays, personal leave, sick leave, vacation, health insurance, disability insurance, life insurance and pension plan as provided by CLORACKS's policies in effect from time to time. CLORACKS CORPORATION in its sole discretion may, from time to time, award CLORACKS CORPORATION a bonus (the Bonus). CLORACKS CORPORATION in its sole discretion may, from time to time, award Xxxx Xxxxxxxx option to purchase shares of the Employers capital stock (the Stock). TERM/TERMINATION* RAUL's employment under this Agreement shall be for an unspecified term on an Mat will" basis. This Agreement may be terminated by CLORACKS upon "10 days" written notice written notice, and by XXXX upon "10 days" written notice written notice. If CLORACKS shall so terminate this Agreement, XXXX shall be entitled to compensation for 2 weeks beyond the termination date of such termination, unless XXXX is in violation of this Agreement. If XXXX is in violation of this Agreement, CLORACKS may terminate employment with cause without notice and with compensation to XXXX only to the date of such termination. As used in this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be RAUL's exclusive remedy. If RAUL's employment is terminated by CLORACKS without cause, XXXX shall continue to receive XXXXx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of 2 weeks from the effective date of termination (the "Severance Period"). The salary and fringe benefits to be paid are no third parties who have rights referred to herein as the "Termination Compensation." XXXX shall not be entitled to any Intellectual PropertyTermination Compensation unless: (i) XXXX complies with all surviving provisions of any non-competition agreement, except for customary reversionary rights of thirdnon-party licensors with respect to Intellectual Property solicitation agreement, confidentiality agreement or inventions assignment agreement that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; XXXX signed, and (ii) there is no infringement XXXX executes and delivers to CLORACKS after a notice of termination a release in form and substance acceptable to CLORACKS, by third parties which XXXX releases CLORACKS from any obligations and liabilities of any Intellectual Property. There is no pending ortype whatsoever under this Agreement, except for CLORACKS's obligations with respect to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual PropertyTermination Compensation, and the Company is unaware of any facts which would form a reasonable basis that release shall not affect RAUL's right to indemnification, if any, for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall actions taken within the scope of XXXXx employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the claims of one or more patents or patent applications owned bymutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for RAUL's release. If Xxxx Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Xxxx Xxxxxxxx to continue to perform Xxxx Mansuetos duties hereunder for the frill notice period, or exclusively licensed to(ii) terminate Xxxx Xxxxxxxx'x employment at any time during such notice period, the Company or provided that any subsidiarysuch termination shall not be deemed to be a termination without cause of Xxxx Xxxxxxxx'x employment by CLORACKS CORPORATION. Unless otherwise provided by this Section, all compensation and benefits paid by CLORACKS CORPORATION to Xxxx Xxxxxxxx shall cease upon his last day of employment.
Appears in 2 contracts
Samples: Executive Contractual Agreement (Cloracks Corp), Executive Contractual Agreement (Cloracks Corp)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, possess or have obtained valid license, and enforceable licenses for, or otherwise have sufficient legally enforceable rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology and other intellectual property described in know-how, except with regard to off-the-shelf software provided by third parties (collectively, the Registration Statement and the Prospectus as being owned or licensed by them or which are “Intellectual Property Rights”) necessary for the conduct of their respective businesses the Company’s business as currently now conducted or, to the knowledge of the Company, as described proposed in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure Applicable Prospectuses to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changeconducted. Except as otherwise disclosed in the Registration Statement or the Applicable Prospectus, neither (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property Rights that conflict with the Company’s use or proposed use of any such Intellectual Property Rights; (ii) the Company nor is not aware of any material infringement by third parties of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted such Intellectual Property Rights; (iii) there is no pending or, to the Company’s knowledge, threatened, action, suit, proceeding or claim by others challenging the Company’s rights of others, the effect of which would have a Material Adverse Change. The in or to use any such Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partRights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: claim; (iiv) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened threatened, action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity, enforceability, or to scope of any such Intellectual PropertyProperty Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or threatened action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 claim by others that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts other fact which would form a reasonable basis for any such action, suit, proceeding or claim. To ; (vi) to the knowledge of the Company’s knowledge, there is no patent or published patent application which contains claims that dominate or may dominate any Intellectual Property Rights described in the Applicable Prospectuses as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual Property Rights; and (vii) there is no prior art of which the Company is aware that may render any U.S. patent held or licensed by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in appropriate patent office(s) to the Registration Statement 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 subsidiaryextent such disclosure may be required.
Appears in 2 contracts
Samples: Underwriting Agreement (Avanir Pharmaceuticals, Inc.), Underwriting Agreement (Avanir Pharmaceuticals, Inc.)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, Each of the Company and its subsidiaries ownSubsidiaries owns, or have obtained has a valid and enforceable licenses for, or otherwise have sufficient rights license to use, or can acquire on reasonable terms, the inventionsall patents, patent applicationsrights, patentslicenses, trademarks, trade names, service namesinventions, copyrights, know-how (including trade secrets and other intellectual property described in the Registration Statement unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, logos, designs, domain names and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus trade names (collectively, “Intellectual Property”), ) used in the conduct of its business as is currently operated except where the failure to so own, license or otherwise hold or acquire could as would not reasonably be expect expected to have a Material Adverse Change. Except Effect, and, as otherwise disclosed in of the Registration Statement or the ProspectusClosing Date, neither such Intellectual Property owned by the Company nor any or its Subsidiaries will be free and clear of its subsidiaries has received, or has any reason all Liens other than Permitted Liens except as would not reasonably be expected to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse ChangeEffect. The No claims or notices of any potential claim have been asserted by any person challenging the use of any such 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one any of the Subsidiaries or more questioning the validity, effectiveness or enforceability of its subsidiaries; and (ii) there is no infringement by third parties of the Intellectual Property or any Intellectual Propertylicense or agreement related thereto, other than any claims that, if successful, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending orNeither the Company, nor to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or any other party to any Intellectual Propertylicenses, sublicenses, and other agreements or arrangements to which the Company is unaware of a party and pursuant to which any facts which would form a reasonable basis for other Person is authorized to have access to, or use of, Intellectual Property owned by the Company, or to exercise any other right with regard thereto (“Intellectual Property Licenses”), is in breach or default under such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual PropertyProperty License, and no event has occurred which with notice or lapse of time would constitute a breach or default by 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To to the Company’s knowledge, there is no prior art that may render any U.S. patent held other party thereto) or permit termination by the Company invalid other than any claims that, if successful, would not, individually or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and aggregate, reasonably be expected to have a Material Adverse Effect. To the Prospectus as under development knowledge of the Company, the use of such Intellectual Property by the Company or its Subsidiaries will not violate, misappropriate or infringe on the Intellectual Property rights of any subsidiary fall within other person, and there are no pending or to the scope knowledge of the Company, threatened, proceedings or litigation or other adverse claims of one or more patents communications by any person alleging any such violation, misappropriation or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryinfringement.
Appears in 2 contracts
Samples: Purchase Agreement (Landrys Restaurants Inc), Purchase Agreement (Landrys Restaurants Inc)
Intellectual Property Rights. Except as otherwise disclosed All details, documents, illustrations and content published on this App are the sole property of Ascensia or its licensors. You must not use any of the App’s content for commercial purposes without obtaining a license to do so from us or our licensors. Any permission to use the same is granted on the proviso that the relevant copyright note and proprietary marks are displayed on all copies, that such details are only used for personal purposes, that they are not exploited commercially, that the details are not modified in any way and that all illustrations gained from the Registration Statement or App are only used in conjunction with the Prospectusaccompanying text. The structure, design, and organization of the Company App and its subsidiaries ownthe Services is the exclusive property, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, valuable trade secrets and other intellectual property described in confidential information of Ascensia and/or its licensors and title to the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse ChangeApp shall at all times remain with Ascensia and/or its licensors. Except as otherwise disclosed expressly stated herein, this XXXX does not grant you any intellectual property rights in the Registration Statement App, or any component thereof, and all rights not expressly granted to you under this XXXX are reserved to and retained by Ascensia and/or its suppliers. Notwithstanding anything contained in this XXXX to the contrary, Ascensia reserves the right to make available, distribute or release the App under different license terms or to stop distributing, making available or releasing the App at any time. Ascensia is the licensor or the Prospectuslicensee of all intellectual property rights in this App, neither and in the Company nor material published on it, unless otherwise noted or in any other way perceivable as third party rights. Those works are protected by intellectual property laws and treaties around the world and any unauthorized use of its subsidiaries has receivedthese works is expressly prohibited. All such rights are reserved. You agree to notify Ascensia immediately of any pirating, infringement or imitation of the App, intellectual property rights or sales literature of Ascensia which comes to your attention during the Term. If you learn of a threat, demand, allegation, or has indication that the App or Services infringes or misappropriates any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property third party intellectual property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has (including but 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. To the Company’s knowledge: (i) there are no third parties who have rights limited to any Intellectual Propertypatent, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patentcopyright, trademark, trade namedress, service nameor trade secret) (“Intellectual Property Claim”), copyright, trade secret or other proprietary rights you will notify Ascensia promptly of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledgeAscensia may, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed in its sole discretion, elect to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope assume sole control of the claims defense and settlement of one or more patents or patent applications owned by, or exclusively licensed to, said Intellectual Property Claim and you will provide reasonable information and assistance to Ascensia for the Company or any subsidiarydefense of such claim.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Intellectual Property Rights. Except (a) To the Company's knowledge and except as otherwise disclosed in the Registration Statement Disclosure Package: the Company and its Subsidiaries have good and marketable title to and own their inventions, licenses, patents, trade secrets or other proprietary know-how (the "Intellectual Property Rights") free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's or its Subsidiaries' ownership or use of the Intellectual Property Rights or materially detract from the value thereof; no proceedings have been instituted or are pending which challenge the Company's or its Subsidiaries' rights to the Intellectual Property Rights or the Prospectusvalidity thereof; all material rights or inventions conceived by any employee or consultant of the Company or its Subsidiaries during the scope of their services for the Company or its Subsidiaries have been disclosed and effectively assigned to the Company or its Subsidiaries; and with respect to the Intellectual Property Rights licensed by the Company and its Subsidiaries, such licenses are in full force and effect, the Company and its subsidiaries ownSubsidiaries are in compliance with the terms and provisions thereof, and no event has occurred which, with notice or have obtained valid and enforceable licenses forlapse of time or both, would constitute a breach or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or violation thereof which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in material adverse effect on the Registration Statement financial condition, business or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property properties of the Company has not been adjudged by and its Subsidiaries taken as a court of competent jurisdiction to be invalid or unenforceable, in whole or in partwhole, and the Company is unaware and its Subsidiaries hold a valid license free of any facts liens, claims or encumbrances which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Propertydo not and will not, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed individually or in the Registration Statement and aggregate, have a material adverse effect on the Prospectus as licensed to financial condition, business or properties of the Company or one or more of and its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form Subsidiaries taken as a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiarywhole.
Appears in 2 contracts
Samples: D Equity Investment Agreement (Pharmacia & Upjohn Inc), Equity Investment Agreement (Miravant Medical Technologies)
Intellectual Property Rights. Except as otherwise disclosed in expressly set forth herein, Bourbon alone (and its licensors, where applicable) will retain all rights relating to the Registration Statement Service or the ProspectusSoftware or any intellectual property rights, technology, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided or created by Customer or any third party relating to the Company Service and/or the Software, which are hereby assigned to Bourbon. Customer acknowledges that it does not have any ownership or license or (except for the limited non-exclusive right to use the Service as expressly stated in this Agreement) other rights relating to the Service or the Software or any precursors thereof or components thereof or any intellectual property relating to or embodied in any of the foregoing. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Customer is hereby granted a non-exclusive, nontransferable, revocable right to use the Resulting Data for its internal analysis purposes only. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights. Bourbon will obtain and process messages via any platform, SMS content/data provided by or on behalf of Customer (“Content”) only to perform its obligations under this Agreement. Customer and its subsidiaries ownlicensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content distributed through the Services and the intellectual property rights with respect to that Content. If Bourbon receives any notice or claim that any Content, or have obtained valid and enforceable licenses foractivities hereunder with respect to any Content, may infringe or otherwise have sufficient violate rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus a third party (collectively, a “Intellectual PropertyClaim”), except where Bourbon may (but is not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Bourbon from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. Bourbon shall hold Customer harmless from liability to unaffiliated third parties resulting from infringement by the failure Service of any patent or any copyright or misappropriation of any trade secret, provided Xxxxxxx is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to so own, license or otherwise hold or acquire could assume sole control over defense and settlement; Bourbon will not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor responsible for any of its subsidiaries has received, or has any reason to believe that settlement it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Changedoes not approve. The Intellectual Property foregoing obligations do not apply with respect to portions or components of the Company has Services (i) not been adjudged created by a court of competent jurisdiction to be invalid or unenforceableBourbon, (ii) resulting in whole or in partpart in accordance from Customer specifications, (iii) that are modified after delivery by Bourbon, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of is not strictly in accordance with this Agreement and the Company is unaware of any facts which would form a reasonable basis for any such adjudicationall related documentation. To the Company’s knowledge: (i) there are no third parties who have rights Customer will indemnify Bourbon from all damages, costs, settlements, attorneys' fees and expenses related to any Intellectual Property, except for customary reversionary rights claim of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company infringement or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held misappropriation excluded from Bourbon's indemnity obligation by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiarypreceding sentence.
Appears in 2 contracts
Samples: Purchase Terms, Purchase Terms
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries ownowns, or have has obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (1) described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them it or (2) which are necessary for the conduct of their respective businesses its business as currently conducted or as described currently proposed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus to be conducted (collectively, “Intellectual Property”), ) except in the case of clause (2) where the failure to so own, license or otherwise hold possess or acquire could such rights would not reasonably be expect expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. Except as otherwise disclosed described in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of othersStatement, the effect Time of which Sale Prospectus and the Prospectus or as would not be expected, individually or in the aggregate, to have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction Effect, 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for Intellectual Property rights which are licensed by the Company from or granted by the Company to its partners, licensors and licensees and customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiariesCompany; and (ii) there is no infringement by third parties of any Intellectual Property. There Except as would not be expected to have, individually or in the aggregate, a Material Adverse Effect there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To Except as would not be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company has complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Officeall such agreements are in full force and effect. The product candidates described in the Registration Statement Statement, the Time of Sale Prospectus 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 subsidiaryCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (NeuroDerm Ltd.), NeuroDerm Ltd.
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and each of its subsidiaries own, Subsidiaries own or have obtained possess or has valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventionsuse all patents, patent applications, patentstrademarks, trademarksservice marks, trade names, trademark registrations, service namesmxxx registrations, copyrights, licenses, inventions, trade secrets and other intellectual property similar rights (“Intellectual Property Rights”) described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them or which are and necessary for the conduct of their respective businesses the business of the Company and each of its Subsidiaries as currently conducted 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 (collectivelywill involve or give rise to any infringement of, “Intellectual Property”), except where the failure to so own, or license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Changesimilar fees for, any Intellectual Property Rights of others. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiaries has received, or has any reason to believe that it will receive, received any notice of infringement alleging any such infringement, fee or conflict with asserted Intellectual Property rights Rights of others. Except as would not reasonably be expected to result, individually or in the effect of which would have aggregate, in a Material Adverse Change. The 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 has not been adjudged by a court of competent jurisdiction in or to be invalid or unenforceable, in whole or in partany such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, 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’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement and the Prospectus as Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or one unenforceable, in whole or more of its subsidiaries; in part, and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in validity or to scope of any such Intellectual PropertyProperty 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 2.33, 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; (B) challenging claim by others that the validityCompany infringes, enforceability misappropriates or scope of otherwise violates any Intellectual PropertyProperty 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 action, suit, proceeding or claim; or (C) asserting claim that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product individually or service described in the Registration Statement or aggregate, together with any other claims referred to in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Prospectus as under developmentCompany’s knowledge, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights no employee of others, and the Company is unaware in or has ever been in violation in any material respect of any facts which would form 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 reasonable former employer where the basis for any of such actionviolation relates to such employee’s employment with the Company, suitor actions undertaken by the employee while employed with the Company and could reasonably be expected to result, proceeding individually or claimin the aggregate, in a Material Adverse Change. To the Company’s knowledge, there is no prior art that may render any U.S. patent held all material technical information developed by and belonging to the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the U.S. Patent and Trademark Office. The product candidates described Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as under development 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 knowingly being used by the Company in violation of any subsidiary fall within contractual obligation binding on the scope Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the claims rights of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 2 contracts
Samples: Underwriting Agreement (Treasure Global Inc), Underwriting Agreement (Treasure Global Inc)
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement Statement, the Pricing Prospectus or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Pricing Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement Statement, the Pricing Prospectus and the Prospectus (collectively, “Intellectual Property”), except where and to the failure to so ownCompany’s knowledge the conduct of their respective businesses does not and will not infringe, license misappropriate or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed conflict in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has material respect with any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property such rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, there are no third parties who have rights to any Intellectual Property, including liens, security interests or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Pricing Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, including interferences, oppositions, reexaminations, or similar government proceedings, 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 or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Pricing Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, 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 complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s knowledge no employee of the Company is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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. 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 included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company invalid or any U.S. patent application held its subsidiaries has been obtained or is being used by the Company unpatentable which has not been disclosed to or its subsidiary in violation of any contractual obligation binding on the U.S. Patent and Trademark OfficeCompany or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement Statement, the Pricing Prospectus 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.
Appears in 1 contract
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as described in the Registration Statement and the Prospectus currently proposed to be conducted (collectively, “Intellectual Property”), ) except where the failure to so own, license or otherwise hold or acquire as could not reasonably be expect expected, individually or in the aggregate, to have a Material Adverse Change. Except as otherwise disclosed To the Company and its subsidiaries’ knowledge, and except for such third-party rights or infringements that could not reasonably be expected, individually or in the Registration Statement or the Prospectusaggregate, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change, the conduct of their respective businesses does not and will not infringe, the Company and its subsidiaries do not 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 and its subsidiaries are unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s Company and its subsidiaries’ knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s Company and its subsidiaries’ knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s Company and its subsidiaries’ rights in or to any Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is and its subsidiaries are unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any or its subsidiaries, and all such agreements are in full force and effect. To the Company and its subsidiaries’ knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. All employees or contractors engaged on behalf of the Company or any of its subsidiaries in the development of Intellectual Property Rights have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable subsidiary, and no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate employment contracts, patent disclosure agreements, invention assignment agreements, invention assignments, non-competition agreements, non-solicitation agreements, and nondisclosure agreements with their employees, and, with respect to Intellectual Property, to the Company’s knowledge, there no employee of the Company of any of its subsidiaries is no prior art that may render in or has been in violation of any U.S. term of any employment contract, patent held 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 the applicable subsidiary. 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 included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Intellectual Property owned by the Company invalid or any U.S. patent application held of its subsidiaries, or technology (including information technology and outsourced arrangements) employed by the Company unpatentable which or its subsidiaries, has not been disclosed to obtained or is being used by the U.S. Patent and Trademark OfficeCompany or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary of its subsidiaries 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 the applicable subsidiary..
Appears in 1 contract
Intellectual Property Rights. Except as otherwise disclosed listed in Appendix F (Schedule of Exceptions), SurgiLight owns all right, title and interest in and to all of the Patents listed in Appendix A, subject to the encumbrance listed in Appendix F and SurgiLight has an exclusive license in the Registration Statement or field of ophthalmology to the Prospectuspatents in Appendix B subject to the exclusions listed in Appendix F. Neither SurgiLight, nor to the Company and its subsidiaries ownactual knowledge of SurgiLight, or have obtained valid and enforceable licenses forany person having had any interest at any time in any of the Patents, has assigned, transferred, licensed, pledged or otherwise have sufficient encumbered any interest in any of the Patents or agreed to do so (other than (A) for transfers of rights prior to usethe date of this Agreement, so long as SurgiLight now holds all such rights, (B) as contemplated by this Agreement or can acquire on reasonable terms, (C) with respect to rights outside of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Presbyopia Field of Use in the Registration Statement and Licensed Patents set forth in Appendix A or rights outside of the Prospectus as being owned or licensed by them or which are necessary for the conduct Ophthalmology Field of their respective businesses as currently conducted as described Use in the Registration Statement and the Prospectus (collectively, “Intellectual Property”Licensed Patents set forth in Appendix B), except where the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company Neither SurgiLight nor any of its subsidiaries has received, or has person with any reason to believe that it will receive, interest at any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property time in any of the Company Patents has entered into any covenant not been adjudged by a court to compete or contract or agreement restricting the right to use or practice any of competent jurisdiction to be invalid the Patents in any market or unenforceablegeographic area or with or without any person. To the actual knowledge of SurgiLight, in whole or in part, and the Company (A) SurgiLight is unaware not aware of any facts which information that would form a reasonable basis for invalidating or rendering unenforceable any claim in the Patents (assuming in the instance of any patent applications, for purposes of this representation, that conforming patents have issued), (B) no statement or assertion has been made by any third party that any such adjudicationclaim is invalid or unenforceable and (C) no statement or assertion has been made by any third party that such third party is aware of any reasonable basis as to the future invalidity or unenforceability of any such claim. There are no defects in the filing or prosecution of the Patents that, to the actual knowledge of SurgiLight, could cause either (A) the invalidity, unenforceability or lapse of any Patents (including any conforming patents that may issue from any patent applications with respect thereto) or (B) conforming patents not to issue from such patent applications. Other than with respect to the Licensed Patents, SurgiLight has received assignment of the entire right, title and interest in and to the Patents from any and all inventors with respect thereto and/or any and all predecessors in right without obligation for the payment of any further consideration whatsoever, except as noted in Appendix F (Schedule of Exceptions). Other than with respect to the Licensed Patents, SurgiLight has received from each current or former officer and each employee of SurgiLight an agreement providing SurgiLight with title and ownership of any and all rights pertaining to any and all Patents developed or held by such individual, by assignment or otherwise, and SurgiLight owes no obligation to any person or entity with respect to any such agreement (including, without limitation, any royalty payment obligation). To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, actual knowledge of SurgiLight and except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is as disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more Appendix F (Schedule of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending orExceptions), to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; no action has taken place (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held whether by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark OfficeOffice (the “USPTO”) or any third party), and no notice of or information with respect to any such pending or contemplated action has been issued, delivered or made known to SurgiLight or its counsel, that would affect, in any way, the Patents or the prospects for the issuance of any conforming patents with respect thereto in the near-term and (B) no events have occurred or are anticipated to occur that would cause an unreasonable delay in the issuance of such conforming patents. All fees and assessments owed as of the date hereof to the USPTO or any other agency, authority or third party in respect of the Patents have been paid. Except as disclosed in Appendix F (Schedule of Exceptions), the Patents contained in Appendices A and B are all patents as to which SurgiLight has rights that are in the Presbyopia Field of Use and the Patents in Appendix A are all the patents owned by SurgiLight in the Presbyopia Field of Use. The product candidates described sole remedy to a breach of this representation and warranty, is that SurgiLight will amend Appendices A or B as applicable to include such patent. Except as disclosed in Appendix F (Schedule of Exceptions), the only liens against the Patents are [CONFIDENTIAL TREATMENT REQUESTED]. The sole remedy to a breach of this representation and warranty is that SurgiLight will use its reasonably commercial efforts to obtain a release of the lien or acknowledgement of Biolase’s license in the Registration Statement form of Appendix E and failing that Biolase may offset any payments agreed to by SurgiLight necessary to clear the Prospectus as under development by lien from 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 subsidiarypayments owed in Section 2.d. and 2.e.
Appears in 1 contract
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses business as currently conducted or as described currently proposed to be conducted in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”), except where . None of the failure to so own, license or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any such adjudicationissued patent within the Intellectual Property is invalid or unenforceable. To the Company’s knowledge, and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property; (iii) the Company has not committed any act or omitted to undertake any act the effect of such commission or omission would reasonably be expected to result in a legal determination that any item of Intellectual Property thereby was rendered invalid or unenforceable in whole or in part; (iv) the Company has taken reasonable steps necessary to secure the interests of the Company in the Intellectual Property purported to be owned by the Company from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (v) there are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property or intellectual property of any other person or entity that are required to be described in the Registration Statements, the Time of Sale Prospectus and the Prospectus that are not so described therein; and (vi) no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right in or to any such Intellectual Property. There Except as disclosed in the Registration Statements, the Time of Sale Prospectus 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 rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To 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, there is no prior art that may render upon any U.S. patent held by officers, directors or employees of the Company, and the Company invalid is not aware of any facts that would form a reasonable basis for a successful challenge that any of its employees are in or have ever 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 U.S. patent application held by the Company unpatentable which has restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality obligation, obligation to assign intellectual property to an employer, or obligation not been disclosed to the U.S. Patent and Trademark Officeuse third-party intellectual property or other proprietary rights of a third party. The product candidates products described in the Registration Statement Statement, the Time of Sale Prospectus 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.
Appears in 1 contract
Samples: Underwriting Agreement (Collegium Pharmaceutical, Inc)
Intellectual Property Rights. Except The Software Product, Cloud Services and any Feature are not for sale and are Incredibuild’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Software Product and Cloud Services and any and all Features, improvements and derivative works thereof (regardless of whether such derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, and irrespective of any support and/or assistance Incredibuild may, will or had received from Licensee, or any third party on its behalf, with respect thereto), as otherwise disclosed well as any updates thereto, are and shall remain owned solely by Incredibuild or its licensors. This Agreement does not convey to Licensee any interest in or to the Registration Statement Software Product, Cloud Services and any Feature other than a limited right to use them in accordance with the terms of this Agreement. Nothing herein constitutes a waiver of Incredibuild’s intellectual property rights under any law, or be in any way construed or interpreted as such. If Incredibuild receives any feedback (e.g., questions, comments, suggestions or the Prospectuslike, the Company and its subsidiaries own, whether orally or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus writing) (collectively, “Intellectual PropertyFeedback”), except where the failure all rights, including intellectual property rights in such Feedback shall belong exclusively to so ownIncredibuild and that such shall be considered Incredibuild’s Confidential Information and Licensee hereby irrevocably and unconditionally transfers and assigns to Incredibuild all intellectual property rights it has in such Feedback and waives any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, license or otherwise hold or acquire could not reasonably if any, may be expect made by Incredibuild at its sole discretion, and that Incredibuild in no way shall be obliged to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor make use of any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. The Intellectual Property kind of the Company has not been adjudged Feedback or part thereof. Portions of the Software distributed to Licensee as part of the Software Product,Cloud Services and/or Feature may include third party open source software (“Open Source Software”) that is subject to third party terms and conditions (“Third Party Terms”). A list of the Open Source Software and related Third Party Terms is available within the Incredibuild open source list available here (xxxxx://xxxx.xxxxxxxxxxxx.xxx/site_landing/open_sources.html), as may be updated from time to time by Incredibuild at its sole discretion. If there is a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, conflict between any Third Party Terms and the Company terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related to such respective Open Source Software. Without derogating from the generality of the foregoing, it is unaware clarified that any Open Source Software is provided on an “AS IS” basis, without warranty of any facts which would form a reasonable basis kind, whether express, implied or statutory. Notwithstanding anything in this Agreement to the contrary, Incredibuild is not liable for any such adjudication. To losses or damages which may occur resulting from the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties use of any Intellectual PropertyOpen Source Software. There Any generic and anonymous information, which is no pending orderived from the use of the Software Product,Cloud Services or Feature (i.e., to the Companymetadata, aggregated and/or analyt ics information) which is not personally identifiable information is Incredibuild’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, exclusive property and the Company is unaware of any facts which would form a reasonable basis may be used for any such actionpurpose including, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis but not limited to for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis development and/or for any such action, suit, proceeding or claim. To the Company’s knowledge, there is no prior art that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. The product candidates described in the Registration Statement 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 subsidiarystatistical purposes.
Appears in 1 contract
Samples: Incredibuild License Agreement
Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company SCHEDULE 4(i) hereto contains a complete and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, or can acquire on reasonable terms, the inventions, patent applications, accurate list of (1) all patents, registered or material trademarks, trade names, registered or material service names, copyrights, trade secrets marks and other intellectual property described registered copyrights (and all applications therefor) used in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted as described in the Registration Statement and the Prospectus Business (collectively, “Intellectual Property”), except where the failure to so own, license indicating whether or otherwise hold or acquire could not reasonably be expect to have a Material Adverse Change. Except as otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received, or has any reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property rights of others, the effect of which would have a Material Adverse Change. 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. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, 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 or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service namexxxx or registered copyright is owned by Newco), copyright(2) all computer programs, software, and software licenses used primarily in the conduct of the Business, and (3) all agreements relating to technology, know-how or processes which Newco is licensed or authorized to use by others in the conduct of the Business. Newco (i) owns or has the right to use all patents, registered or material trademarks, trade secret names, registered or material service marks and registered copyrights (and all applications therefor) and all trade secrets, inventions, know-how, ideas, designs, processes, specifications and formulas included in the Operating Assets and embodied in or related to the Business, subject to the provisions of any license agreement by which Newco has received rights in connection with such intellectual property, and (ii) to the knowledge of Seller, Newco is not using any confidential information or trade secrets of others in the operation of the Business. Neither Seller nor Newco is a party to any agreement or contract which obligates Seller or Newco to pay royalties, fees or other proprietary payments to any owner of, licensor of, or other claimant to, any Intellectual Property included in the Operating Assets. Neither Seller nor Newco has transferred or conveyed any rights to others in the Intellectual Property included in the Operating Assets other than rights to use that are incidental to sales of othersproducts included within the Business. To the knowledge of Seller, and no claims have been asserted by any person to the Company is unaware use in the conduct of the Business of any facts which would form a reasonable Intellectual Property included in the Operating Assets challenging or questioning the validity or effectiveness of any such Intellectual Property included in the Operating Assets and, to the knowledge of Seller, there exists no valid basis for any such actionclaim, suitexcept for such claims an adverse determination of which, proceeding or claim. To in the Company’s knowledgeaggregate, there is no prior art that may render any U.S. patent held by would not have a material adverse effect on the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed Business; and, to the U.S. Patent and Trademark Office. The product candidates described knowledge of Seller, the use of the Intellectual Property included in the Registration Statement and Operating Assets in the Prospectus as under development by the Company or any subsidiary fall within the scope conduct of the claims Business does not infringe on the rights of one or more patents or patent applications owned byany person. Newco owns, or exclusively is otherwise licensed toor has the right to use, all Intellectual Property included in the Operating Assets used in or necessary for the conduct of the Business and, subject to obtaining necessary consents, the Company consummation of the transactions contemplated by this Agreement will not alter or impair any subsidiarysuch rights.
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