Business IP. Schedule 4.13(c) contains a complete and accurate list of all Contracts currently in effect in which any Person has been granted any license under, or otherwise transferred or conveyed any right or interest in, all Intellectual Property related to the Business (“Business IP”); provided, however, that all consumers who have downloaded any apps created and/or distributed by a Seller are not listed in such Schedule (it being recognized that such consumers have a license to use such apps). Sellers are not bound by, or subject to, any Contract containing any covenant or other provision that in any way materially limits or restricts the ability of Sellers to use, exploit, assert, or enforce the Business IP anywhere in the world (it being understood that Sellers’ apps may be distributed through third party apps markets and that such distributors may impose various restrictions on distribution under the applicable agreements for distributing apps through such channels).
Business IP. (a) A Target Group Company is the sole legal and beneficial owner of all of the rights, title and interests in and to all of the Owned IP and has a valid license to use all other IP which is used in, held for use in, necessary for, or material to the business of the Target Group Companies (the “Business IP”), free and clear of any Encumbrances.
Business IP. “Business IP” means: (a) any and all Transferred Business IP and (b) all other Intellectual Property and Intellectual Property Rights that are incorporated or embodied in any of the Business Products or are otherwise Business-Related, including all Intellectual Property and Intellectual Property Rights licensed under the Retained IP License Agreement.
Business IP. A member of the Newco Group owns all of the rights and interests in and has title to, or has validly licensed to it, all of the Business IP. The Business IP is not subject to any security interest, option, mortgage, charge or lien.
Business IP. (a) The Seller is the sole legal and beneficial owner of all of the rights and interests in, or has validly licensed to it, all of the Business IP.
Business IP. The Data Room contains an accurate and complete list of the Owned IP. The Owned IP is not subject to any security interest or other encumbrance and is fully paid up, valid, subsisting and enforceable. Details of: (i) all registrations of and applications for registration of Business IP; and (ii) of all material unregistered Intellectual Property Rights are set out in the Disclosure Letter, and the specified Group Company is the sole legal and beneficial owner of such rights.
Business IP. For the sake of clarity, subsequent to the Closing, Compugen will have no right or license in or to the Business IP unless agreed by Keddem and Compugen in writing.
Business IP. 1.1 The information contained in Schedule 11 is complete and accurate. The owner or applicant for each Intellectual Property Right specified in Schedule 11 is correctly stated. The Owned IP is valid and subsisting.
Business IP. The Group Companies own all right, title and interest in and to, or have a valid and enforceable licence to use, all Intellectual Property currently used in the business operations of the Group Companies (Business IP). All Business IP is free from Third Party Rights other than pursuant to a valid licence.
Business IP. 1.1 Exhibit 3 is true and accurate and, so far as the Sellers are aware, complete, in all material respects.
