Database Technology Sample Clauses

Database Technology. (a) EXHIBIT A sets forth in reasonable detail all of the Database Technology which Engage owns or to which Engage has a license and which Engage is selling to Red Brick under this Agreement. There are no outstanding Contracts of any kind relating to the Database Technology other than the Database Technology Licenses. Engage is not in Default under any of the Database Technology Licenses. (b) EXHIBIT A-1 sets forth all of the Intellectual Property related to the Database Technology. Engage holds and is transferring or licensing hereunder all Intellectual Property related to the Database Technology without any conflict with or infringement upon the rights of others. Engage has the right to convey by sale, transfer or license the Database Technology to Red Brick free and clear of Liens. Engage is not a party to or bound under any agreement, contract, order, judgment or decree, or any similar restriction not of general application which materially adversely affects, or reasonably could be expected to materially adversely affect (i) the continued sale or exploitation of the Database Technology by Red Brick after the Time of Closing on substantially the same basis as said business was theretofore operated or (ii) the consummation of the transactions contemplated by this Agreement. The Database Technology, to the best Knowledge of CMG and Engage, does not infringe upon any intellectual, proprietary or other rights of any person, firm, corporation or other entity anywhere in the world. No proceedings have been instituted, are pending, or, to the Knowledge of Engage or CMG, have been threatened, which challenge the rights of Engage with respect to such Database Technology used, sold or licensed by Engage in the course of its business, nor has any person claimed or alleged any rights to such Database Technology, nor is Engage aware of any basis or alleged basis for any such claim or assertion. Except as disclosed in the Engage Disclosure Memorandum, Engage is not obligated to pay any recurring royalties to any Person with respect to any such Database Technology. (c) Engage has taken reasonable security measures to protect the secrecy, confidentiality and value of the Database Technology, and has not disclosed the Database Technology (or any portion thereof) to any third party. EXHIBIT B sets forth a complete and accurate list of all individuals who have had access to the Database Technology. Except as disclosed in the Engage Disclosure Memorandum, every officer, dir...
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Database Technology. Any databases and data mining technologies [***] shall only be included in the Functional Genomics Program to the extent specified as included within GSK Licensed Technology or Vir Licensed Technology in the applicable Functional Genomics Program Development Plan, in accordance with Section 4.4.1, and in each case shall be subject to any applicable Third Party agreements, [***] prior to inclusion in the Functional Genomics Program Development Plan. [***].
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Related to Database Technology

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.