Company Owned Intellectual Property. All intellectual property owned by Company before October 1, 2001 (the effective date of the original Agreement between Company and Contractor) shall remain the sole property of Company, and any intellectual property developed solely by Company during the term of this Agreement shall be the sole property of Company.
Company Owned Intellectual Property ss.3.12(b)(ii) Company Permits.......................................................ss.3.06(a) Company Preferred Stock...............................................ss.3.03(a) Company SEC Reports...................................................ss.3.07(a) Company Stock Option..................................................ss.2.04(a) Company Stock Option Plans............................................ss.2.04(a) Company Stock Options.................................................ss.2.04(a) Company Stockholders' Meeting......................................ss.6.01(a)(i) Company Subsidiaries.....................................................ss.3.01
Company Owned Intellectual Property. The term “Company Owned Intellectual Property” shall have the meaning set forth in Section 3.14(a)(ii).
Company Owned Intellectual Property. Schedule 3.17(a) sets forth a complete and accurate list of all United States and foreign Company Registered Intellectual Property. The foregoing, along with all other Intellectual Property owned by the Company or the Subsidiaries, are the “Company Owned Intellectual Property”. Except as set forth on Schedule 3.17(a), the Company and the Subsidiaries are the sole and exclusive owners of all right, title and interest in and to the Company Owned Intellectual Property, free and clear of all Encumbrances. Neither the Company nor any Subsidiary has permitted their rights in the Company Registered Intellectual Property to lapse or, in the case of registered copyrights, enter the public domain. Schedule 3.17(a) identifies each written agreement, contract, assignment or other instrument pursuant to which the Company or any Subsidiary has obtained any joint or sole ownership interest in or to any intellectual property rights in each material item of Company Owned Intellectual Property and copies of such agreements, contracts, assignments and other instruments have been made available to Parent.
Company Owned Intellectual Property. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests. No other person or business entity has any joint ownership interest, royalty interest, or license right to any of the Company Owned Intellectual Property, and, to the knowledge of the Company, no other person or business entity is infringing, violating or misappropriating any of the Company Owned Intellectual Property. Section 2.13(a) of the Disclosure Schedule lists each agreement, contract, assignment or other instrument pursuant to which the Company or any Subsidiary has at any time since the date of its incorporation obtained any ownership interest in or to each item of Company Owned Intellectual Property.
Company Owned Intellectual Property. Section 3.13
Company Owned Intellectual Property. The Company or a ----------------------------------- Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests. The Company and each Subsidiary has taken reasonable measures to protect the proprietary nature of each item of Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. No other person or business entity has any joint ownership interest, royalty interest, or license right to any of the Company Owned Intellectual Property, and, to the Knowledge of the Company, no other person or business entity is infringing, violating or misappropriating any of the Company Owned Intellectual Property. Neither the Company nor any Subsidiary has acquired from third parties (other than employees) any ownership interest in or to any Company Owned Intellectual Property since January 1, 1995.
Company Owned Intellectual Property. Section 3.17(a) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) all Company-Owned Intellectual Property that is the subject of a pending or issued application for patent, trademark, copyright, design right, domain names or other similar registration of Intellectual Property with a Governmental Entity (“Registered Company-Owned Intellectual Property”), (ii) all licenses, assignments and other agreements relating to ownership of the Company-Owned Intellectual Property, and (iii) all written agreements relating to the Company-Owned Intellectual Property which the Company or any Company Subsidiary has licensed or authorized for use by others.
Company Owned Intellectual Property. “Company Owned Intellectual Property” means the Registered IP and the unregistered Intellectual Property owned by the Company.
Company Owned Intellectual Property. Either the Company or a Subsidiary owns and have good and exclusive title to all Company-Owned Intellectual Property, free and clear of any Encumbrances (other than Permitted Encumbrances). Except as set forth in Schedule 3.10(f) of the Company Disclosure Letter, without limiting the generality of the foregoing, (i) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company-Owned Intellectual Property, (ii) none of the Company-Owned Intellectual Property is subject to any Legal Proceeding, Order, or stipulation materially restricting the use, distribution, transfer, or licensing by the Company or any Subsidiary of any Company-Owned Intellectual Property or Company Products, (iii) there is no pending Legal Proceeding to which the Company or any Subsidiary is a party challenging the ownership, validity scope of right or enforceability of any Company-Owned Intellectual Property and, to the Knowledge of the Company, there is no threat of any such Legal Proceeding, and (iv) there are no royalties, honoraria, fees or other payments payable by the Company or any Subsidiary to any Person (other than salaries payable to employees, consultants and independent contractors not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Company-Owned Intellectual Property by the Company or any Subsidiary. Neither the execution and delivery or effectiveness of this Agreement nor the performance of the Company’s obligations under this Agreement nor the Transactions will cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of any Company-Owned Intellectual Property, or impair the right of the Company or any Subsidiary to use, possess, sell or license any Company-Owned Intellectual Property or portion thereof and, after the Closing, all Company-Owned Intellectual Property will be fully transferable, alienable or licensable by the Company or the applicable Subsidiary without restriction, and without payment of any kind to any third party.
