Except for Non Sample Clauses
Except for Non. Material Licenses entered into in the standard course, neither Licensor nor any of its Affiliates has previously entered into any agreement, whether written or oral, with respect to the assignment, transfer, license, conveyance or encumbrance of, or otherwise assigned, transferred, licensed, conveyed or encumbered its right, title, or interest in or to the Existing Patents, Licensor Background Know-How, Regulatory Documentation, the Licensed Antibody, or the Licensed Products (including by granting any covenant not to ▇▇▇ with respect thereto) or any Patent or other intellectual property or proprietary right or Information that would be an Existing Patent, Licensor Background Know-How, or Regulatory Documentation but for such assignment, transfer, license, conveyance, or encumbrance. As used herein and in Section 10.2.3 above, “Non-Material License(s)” means material transfer agreements, agreements with contract research organizations, clinical trial site agreements, contract manufacturing agreements and similar agreements, in each case that do not contain any licenses granted by Licensor except for non-exclusive licenses to its Affiliates or to Third Parties, which grants do not include the right to Commercialize a Licensed Antibody or Licensed Product, are for purposes limited to the conduct of the agreement, and do not preclude AbbVie from exercising the licenses granted to AbbVie hereunder. To Licensor’s Knowledge, all Non-Material Licenses (or the template on which such agreement was based) have been provided or made available to AbbVie prior to the Execution Date.
Except for Non exclusive licenses granted by Borrower in the ordinary course of business and custom made orders fulfilled in the ordinary course of business, Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower’s Intellectual Property, including, without limitation, the following:
a. Any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (“Copyrights”);
b. Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;
c. Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held;
d. All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications now or hereafter existing, created, acquired or held (“Patents”);
e. Any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks now or hereafter existing, created, acquired or held (“Trademarks”);
f. Any mask works or similar rights available for the protection of semiconductor chips, now or hereafter existing, created, acquired or held;
g. Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to ▇▇▇ for and collect such damages for said use or infringement of the intellectual property rights identified above;
h. All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights; and
i. All amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks or Patents; and
j. All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the fo...
Except for Non. Disclosable Contracts and as described in the SEC Reports, Schedule 2.19(b) lists all Contracts to which the Company or any Subsidiary is a party with or for the benefit of any officer, director or Affiliate of the Company or any Subsidiary or Associate thereof, and the Company has provided to the Purchasers true and correct copies of each such Contract as currently in effect.
Except for Non. Company Employees located in jurisdictions in which the employment of the Non-Company Employees continues automatically as a result of “transfer of undertaking” or similar foreign laws, the Buyer or its Affiliates shall make a “qualified offer” to each of the Non-Company Employees. For any such employees who receive a “qualified offer” from the Buyer or its Affiliates, the Seller shall notify such employees that if the employees decline to accept such offer, the Seller or its Subsidiary, as applicable, will terminate such employees and will not rehire such employees, and the Seller or its Subsidiary shall offer such employees the severance payment to which they are entitled from the Seller or its Subsidiary. For the avoidance of doubt, in the event of a dispute regarding the amount of such severance, the Seller or its Subsidiary may settle such dispute in its discretion. A “qualified offer” means salary and bonus or similar incentive compensation equivalent to or better than the salary and bonus or similar incentive compensation the employee currently has and other benefits (including participation in equity incentive plans) that are no less favorable in the aggregate for such employee than those provided to a comparable employee of the Buyer or its Affiliates in the applicable jurisdiction.